BANCFIRST CORP /OK/
S-4, 1998-07-24
NATIONAL COMMERCIAL BANKS
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<PAGE>
 
     As filed with the Securities and Exchange Commission on July 24, 1998

                                                       REGISTRATION NO. 333-

================================================================================
                                        
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                   FORM S-4

            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 Identification No.)
 Classification Code Number)

                         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)

                               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.                          MICHAEL M. STEWART, ESQ.
Day Edwards Federman Propester                           Crowe & Dunlevy, 
      & Christensen, P.C.                            A Professional Corporation
      2900 Oklahoma Tower                              1800 Mid-America Tower
        210 Park Avenue                                    20 N. Broadway
Oklahoma City, Oklahoma 73102                      Oklahoma City, Oklahoma 73102
         (405) 239-2121                                    (405) 235-7700

Approximate date of commencement of proposed sale of securities to the public:
As soon as practicable after this Registration Statement becomes effective.

     If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box.  [ ]

                        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 (1)   REGISTERED (2)  OFFERING PRICE PER UNIT          OFFERING PRICE             REGISTRATION FEE (3)
- ---------------------------------------------------------------------------------------------------------------------------------- 
<S>                               <C>             <C>                        <C>                              <C>
Common Stock, $1.00                  
 par value per share                 2,625,000              (3)                          (3)                      $15,448.27
==================================================================================================================================
</TABLE>

(1) This Registration Statement relates to securities of the Registrant issuable
    to holders of common stock, par value $1.67 per share ("AmQuest Common
    Stock"), of AmQuest Financial Corp., an Oklahoma corporation ("AmQuest"), in
    the proposed merger of AmQuest with and into the Registrant (the "Merger").
(2) The amount of common stock, par value $1.00 per share, of the Registrant
    ("BancFirst Common Stock") to be registered has been determined on the basis
    of the exchange ratio in the Merger (.7917 shares of BancFirst Common Stock
    for each share of AmQuest Common Stock) and the maximum aggregate number of
    shares of AmQuest Common Stock (3,315,653  shares) to be exchanged in the
    Merger for shares of BancFirst Common Stock, assuming solely for the purpose
    of calculating the registration fee that all currently outstanding AmQuest
    employee stock options are exercised prior to the effective time of the
    Merger (the "Effective Time").
(3) Calculated in accordance with Rule 457(f)(2) under the Securities Act of
    1933, as amended, as $295 per $1 million (prorated for amounts less than $1
    million), based on the book value of AmQuest Common Stock as of March 31,
    1998 ($52,367,000).
 
================================================================================
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
<PAGE>
 
     This Registration Statement contains the Joint Proxy Statement/Prospectus
which will be delivered to the stockholders of BancFirst Corporation and the
stockholders of AmQuest Financial Corp. in connection with their respective
Special Meetings to vote upon the transaction described in the Joint Proxy
Statement/Prospectus.  The letter to stockholders of BancFirst Corporation and
the Notice of the Special Meeting of the stockholders of BancFirst Corporation
will be pages one and two, respectively, of the Joint Proxy Statement/Prospectus
to be delivered to stockholders of BancFirst Corporation in connection with the
Special Meeting of stockholders of BancFirst Corporation. The letter to
stockholders of AmQuest Financial Corp. and the Notice of the Special Meeting of
the stockholders of AmQuest Financial Corp. will be pages one and two,
respectively, of the Joint Proxy Statement/Prospectus to be delivered to the
stockholders of AmQuest Financial Corp. in connection with the Special Meeting
of stockholders of AmQuest Financial Corp.
<PAGE>
 
                  SUBJECT TO COMPLETION, DATED JULY 24, 1998
                                        


        PROXY STATEMENT                                PROXY STATEMENT
              FOR                                            FOR
     BANCFIRST CORPORATION                         AMQUEST FINANCIAL CORP.

                                        
                             BANCFIRST CORPORATION
                                  PROSPECTUS

     This Joint Proxy Statement/Prospectus ("Proxy Statement/Prospectus") is
being furnished to stockholders of BancFirst Corporation, an Oklahoma
corporation ("BancFirst"), and AmQuest Financial Corp., an Oklahoma corporation
("AmQuest"), in connection with the solicitation of proxies by the respective
Boards of Directors of such corporations for use at the Special Meeting of
Stockholders of BancFirst (including any adjournments or postponements thereof,
the "BancFirst Special Meeting") and the Special Meeting of Stockholders of
AmQuest (including any adjournments or postponements thereof, the "AmQuest
Special Meeting" and, together with the BancFirst Special Meeting, the "Special
Meetings") to be held on September 24, 1998.

     This Proxy Statement/Prospectus relates to the proposed merger of AmQuest
with and into BancFirst (the "Merger"), pursuant to the Merger Agreement dated
as of May 6, 1998 (the "Merger Agreement"), between BancFirst and AmQuest.  At
each of the Special Meetings, common stockholders will consider and vote on a
proposal to approve and adopt the Merger Agreement.  In addition, at the
BancFirst Special Meeting, BancFirst common stockholders will consider and vote
on a proposal to amend BancFirst's Certificate of Incorporation (the "BancFirst
Charter") to increase the number of authorized shares of common stock, par value
$1.00 per share, of BancFirst (the "BancFirst Common Stock") from 7,500,000 to
15,000,000 shares, in order to have a sufficient number of shares of BancFirst
Common Stock to effect the Merger and for other corporate purposes.  Holders of
BancFirst Common Stock are not entitled to appraisal rights in connection with
the Merger, but holders of AmQuest Common Stock will have appraisal rights.  See
"THE MERGER-Appraisal Rights of Dissenting Stockholders."

     This Proxy Statement/Prospectus also constitutes a prospectus of BancFirst
with respect to up to 2,625,000 shares of BancFirst Common Stock issuable to
holders of AmQuest's common stock, par value $1.67 per share (the "AmQuest
Common Stock"), pursuant to the Merger. The issued and outstanding shares of
BancFirst Common Stock are, and the shares of BancFirst Common Stock to be
issued in connection with the Merger will be, included for quotation on the
Nasdaq Stock Market's National Market System (the "Nasdaq") under the symbol
"BANF." On August , 1998, the last sale price of BancFirst Common Stock as
reported on the Nasdaq was $ . However, this Proxy Statement/Prospectus does not
cover any resales of the BancFirst Common Stock offered hereby to be received by
the stockholders of AmQuest deemed to be "affiliates" of BancFirst or AmQuest
upon consummation of the Merger. No person is authorized to make use of this
Proxy Statement/Prospectus in connection with such resales, although such
securities may be traded without the use of this Proxy Statement/Prospectus by
those stockholders of AmQuest not deemed to be "affiliates" of BancFirst or
AmQuest. See "THE MERGER-Resale of BancFirst Common Stock."

     This Proxy Statement/Prospectus and the accompanying forms of proxy are
first being mailed to stockholders of BancFirst and AmQuest on or about August
, 1998.
                           __________________________

     FOR A DISCUSSION OF CERTAIN FACTORS WHICH SHOULD BE CONSIDERED IN
CONNECTION WITH STOCKHOLDERS' VOTING AND INVESTMENT DECISIONS, SEE "RISK
FACTORS."

 THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
 EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
    AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON
         THE ACCURACY OR ADEQUACY OF THIS PROXY STATEMENT/PROSPECTUS.
           ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                          __________________________

 THE SHARES OF BANCFIRST COMMON STOCK OFFERED HEREBY ARE NOT SAVINGS ACCOUNTS,
 DEPOSITS OR OTHER OBLIGATIONS OF ANY BANK OR SAVINGS ASSOCIATION AND ARE NOT
          INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY
                 OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY.
                                        
  The date of this Proxy Statement/Prospectus is                      , 1998.


                             [RED HERRING LANGUAGE]

Information contained herein is subject to completion or amendment.  A
Registration Statement relating to these Securities has been filed with the
Securities and Exchange Commission.  These Securities may not be sold nor may
offers to buy be accepted prior to the time the Registration Statement becomes
effective.  This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these Securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
<PAGE>
 
                               TABLE OF CONTENTS
                                                                           PAGE
                                                                           ----
 
AVAILABLE INFORMATION....................................................     1
                                                                         
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE..........................     1
                                                                         
SUMMARY..................................................................     3
  Introduction...........................................................     3
  The Parties............................................................     3
  The Special Meetings...................................................     4
  The Merger.............................................................     6
  Certain Differences in the Rights of Stockholders......................    12
  Comparative Stock Prices...............................................    12
  Risk Factors...........................................................    12
                                                                         
COMPARATIVE PER SHARE DATA...............................................    13
                                                                         
SELECTED FINANCIAL DATA..................................................    14
  Selected Financial Data of BancFirst...................................    14
  Selected Financial Data of AmQuest.....................................    16
  Unaudited Pro Forma Selected Financial Data............................    18
  Pro Forma Capitalization...............................................    18
                                                                         
RISK FACTORS.............................................................    19
  Risk Factors Relating to the Merger....................................    19
  Risk Factors Relating to the Industry..................................    20
                                                                         
THE BANCFIRST SPECIAL MEETING............................................    21
  Date, Time and Place...................................................    21
  Matters To Be Considered...............................................    21
  Record Date............................................................    21
  Vote Required..........................................................    21
  Security Ownership of Management.......................................    22
  Voting and Revocation of Proxies.......................................    22
  Solicitation of Proxies................................................    23
                                                                         
THE AMQUEST SPECIAL MEETING..............................................    23
  Date, Time and Place...................................................    23
  Matters To Be Considered...............................................    23
  Record Date............................................................    23
  Vote Required..........................................................    23
  Security Ownership of Management.......................................    24
  Voting and Revocation of Proxies.......................................    24
  Solicitation of Proxies................................................    24
                                                                         
THE MERGER...............................................................    25
  General................................................................    25
  Background of the Merger...............................................    25
  AmQuest Reasons for the Merger; Recommendation                         
   of AmQuest Board......................................................    26
  Opinion of AmQuest's Financial Advisor.................................    27
  BancFirst Reasons for the Merger; Recommendation                       
   of BancFirst Board....................................................    30
  Structure of the Merger................................................    30
  Merger Consideration...................................................    31
  Effective Time.........................................................    31
  Conversion of Shares; Procedures for Exchange                          
   of Certificates; Fractional Shares....................................    32
<PAGE>
 
                               TABLE OF CONTENTS
                                  (CONTINUED)

                                                                          PAGE
                                                                          ----
THE MERGER (continued)
  Representations and Warranties........................................    32
  Conduct of Business Pending the Merger................................    33
  Conditions to the Merger; Amendment; Termination......................    34
  Appraisal Rights of Dissenting Stockholders...........................    36
  Regulatory Approvals..................................................    38  
  Accounting Treatment..................................................    39
  Federal Income Tax Consequences of the Merger.........................    40
  Resale of BancFirst Common Stock......................................    41
  Interest of Certain Persons in the Merger.............................    42
  Effect of Merger on AmQuest Employee Benefit Plans and Options........    43
  Management and Operations Following the Merger........................    43
 
AMENDMENT OF BANCFIRST CERTIFICATE OF INCORPORATION.....................    44
 
UNAUDITED PRO FORMA FINANCIAL DATA......................................    46
 
DESCRIPTION OF BANCFIRST CAPITAL STOCK..................................    53
  Description of BancFirst Common Stock.................................    53
  Description of BancFirst Preferred Stock..............................    54
 
COMPARISON OF STOCKHOLDERS' RIGHTS......................................    54
  Stockholders' Meetings................................................    54
  Provisions Relating to Directors......................................    54
  Voting Rights.........................................................    54
  Takeover Statutes.....................................................    56
 
INFORMATION ABOUT BANCFIRST.............................................    57
  General...............................................................    57
  Market Prices of and Cash Dividends Declared on 
   BancFirst Common Stock...............................................    57
  Ownership of BancFirst Common Stock...................................    58
  Management's Discussion and Analysis of Financial Condition 
   and Results of Operation (BancFirst).................................    60
 
INFORMATION ABOUT AMQUEST...............................................    77
  General...............................................................    77
  Market Prices of and Cash Dividends Declared on AmQuest Common Stock..    77
  Ownership of AmQuest Common Stock.....................................    77
  Management's Discussion and Analysis of Financial Condition 
   and Results of Operation (AmQuest)...................................    80
 
LEGAL OPINIONS..........................................................    93
 
EXPERTS.................................................................    93
 
STOCKHOLDER PROPOSALS...................................................    93
 
INDEX TO FINANCIAL STATEMENTS...........................................    94
 
BANCFIRST'S UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE
 THREE MONTHS ENDED MARCH 31, 1998 AND 1997.............................   F-1
  Consolidated Balance Sheets (Unaudited)...............................   F-1
  Consolidated Statements of Income and Comprehensive  
   Income (Unaudited)...................................................   F-2
  Consolidated Statements of Cash Flows (Unaudited).....................   F-3
  Notes to Consolidated Financial Statements (Unaudited)................   F-4


                                      ii
<PAGE>
 
                               TABLE OF CONTENTS
                                  (CONTINUED)

                                                                          PAGE
                                                                          ----
 
REPORT OF INDEPENDENT ACCOUNTANTSBANCFIRST..............................   F-8
 
BANCFIRST'S CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS
 ENDED DECEMBER 31, 1997, 1996 AND 1995.................................   F-9
  Consolidated Balance Sheets...........................................   F-9
  Consolidated Statements of Income.....................................   F-10
  Consolidated Statements of Stockholders' Equity.......................   F-11
  Consolidated Statements of Cash Flows.................................   F-12
  Notes to Consolidated Financial Statements............................   F-13
                                                                          
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS-AMQUEST.........................   F-39
                                                                          
AMQUEST'S CONSOLIDATED FINANCIAL STATEMENTS FOR THE                       
 THREE MONTHS ENDED MARCH 31, 1998  AND 1997 (UNAUDITED) AND            
 FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995...................   F-40
  Consolidated Statements of Financial Condition........................   F-40
  Consolidated Statements of Income.....................................   F-41
  Consolidated Statements of Stockholders' Equity.......................   F-42
  Consolidated Statements of Cash Flows.................................   F-43
  Notes to Consolidated Financial Statements............................   F-45
                                                                          
APPENDIX A -- Merger Agreement..........................................   A-1
APPENDIX B -- Opinion of Howe Barnes Investments, Inc...................   B-1
APPENDIX C -- Oklahoma General Corporation Act Section 1091-               
 Appraisal Rights.......................................................   C-1


     NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED IN THIS PROXY STATEMENT/PROSPECTUS IN CONNECTION
WITH THE OFFERING DESCRIBED HEREIN AND ANY SUCH INFORMATION OR REPRESENTATION,
IF GIVEN OR MADE, MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY BANCFIRST
OR AMQUEST.  THIS PROXY STATEMENT/PROSPECTUS DOES NOT CONSTITUTE A SOLICITATION
OR AN OFFERING OF ANY SECURITIES OTHER THAN THE REGISTERED SECURITIES TO WHICH
IT RELATES OR IN ANY JURISDICTION TO ANY PERSON TO WHOM IT WOULD BE UNLAWFUL TO
MAKE SUCH OFFER OR SOLICITATION IN SUCH JURISDICTION.  THE DELIVERY OF THIS
PROXY STATEMENT/PROSPECTUS AT ANY TIME DOES NOT IMPLY THAT ANY INFORMATION
HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.


                                      iii
<PAGE>
 
                             AVAILABLE INFORMATION
                                        
     BancFirst has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-4 (together with any amendments
thereto, the "Registration Statement") under the Securities Act of 1933, as
amended (the "Securities Act"), relating to the securities to be issued in
connection with the Merger.  For further information pertaining to the
securities of BancFirst to which this Proxy Statement-Prospectus relates,
reference is made to the Registration Statement, including the exhibits and
schedules filed as a part thereof.  As permitted by the rules and regulations of
the Commission, certain information included in the Registration Statement is
omitted from this Proxy Statement-Prospectus.  In addition, BancFirst is subject
to the informational requirements of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and in accordance therewith files certain reports,
proxy statements and other information with the Commission.  Such reports, proxy
statements and other information can be inspected and copied at the public
reference room of the Commission, 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549, and copies of such materials can be obtained by mail from the Public
Reference Section of the Commission, 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549, at prescribed rates.  The Commission also maintains an
Internet web site that contains reports, proxy and information statements and
other information regarding issuers, such as BancFirst, who file electronically
with the Commission.  The address of that site is http://www.sec.gov.  In
addition, copies of such materials are available for inspection and reproduction
at the public reference facilities of the Commission at its New York Regional
Office, 7 World Trade Center, Suite 1300, New York, New York 10048; and at its
Chicago Regional Office, Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511.  Reports, proxy statements and other information
concerning BancFirst also may be inspected at the offices of the National
Association of Securities Dealers, Inc., 1735 K Street, N.W., Washington, D.C.
20006.


                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
                                        
     The following documents filed with the Commission by BancFirst (File No. 0-
14384) pursuant to the Exchange Act are incorporated by reference in this Proxy
Statement/Prospectus:

     1.   BancFirst Annual Report on Form 10-K for the year ended December 31,
          1997;

     2.   The description of the BancFirst Common Stock contained in BancFirst's
          Registration Statement on Form 8-A under the Exchange Act, filed
          February 26, 1993, as amended by BancFirst's Registration Statement on
          Form 8-A/A filed July [   ], 1998; and

     3.   BancFirst Quarterly Report on Form 10-Q for the quarter ended March
          31, 1998.

     All documents and reports filed by BancFirst pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act on or after the date of this Proxy
Statement/Prospectus and prior to the date of the Special Meetings shall be
deemed to be incorporated by reference in this Proxy Statement/Prospectus and to
be a part hereof from the dates of filing of such documents or reports.  Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Proxy Statement/Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Proxy Statement/Prospectus.

     THIS PROXY STATEMENT/PROSPECTUS INCORPORATES DOCUMENTS RELATING TO
BANCFIRST BY REFERENCE WHICH ARE NOT PRESENTED HEREIN OR DELIVERED HEREWITH.
THESE DOCUMENTS (EXCLUDING UNINCORPORATED EXHIBITS) ARE AVAILABLE, WITHOUT
CHARGE, TO ANY PERSON, INCLUDING ANY BENEFICIAL OWNER, TO WHOM THIS PROXY
STATEMENT/PROSPECTUS IS DELIVERED, UPON WRITTEN OR ORAL REQUEST TO INVESTOR
RELATIONS, BANCFIRST CORPORATION, 101 N. BROADWAY, SUITE 200, OKLAHOMA CITY,
OKLAHOMA 73102, ATTENTION:  RANDY FORAKER (TELEPHONE NUMBER (405) 270-1086).  IN
ORDER TO ENSURE TIMELY DELIVERY OF THE DOCUMENTS, ANY REQUEST SHOULD BE MADE BY
- -------------------, 1998.

                                       1
<PAGE>
 
     This Proxy Statement/Prospectus contains certain forward-looking statements
with respect to the financial condition, results of operations and business of
BancFirst following the consummation of the Merger, including statements
relating to the cost savings and revenue enhancements that are expected to be
realized from the Merger, the expected impact of the Merger on BancFirst's
financial performance, and earnings estimates for the combined company (see "THE
MERGER-BancFirst Reasons for the Merger; Recommendation of BancFirst Board;"
"-AmQuest Reasons for the Merger; Recommendation of AmQuest Board" and
"-Management and Operations Following the Merger").  These forward-looking
statements involve certain risks and uncertainties.  Factors that may cause
actual results to differ materially from those contemplated by such forward-
looking statements included, among others, the following possibilities: (1)
expected cost savings from the Merger cannot be fully realized; (2) deposit
attrition, customer loss or revenue loss following the Merger is greater than
expected; (3) competitive pressure in the banking industry increases
significantly; (4) costs or difficulties related to the integration of the
businesses of BancFirst and AmQuest are greater than expected; (5) changes in
the interest rate environment reduce margins; (6) general economic conditions,
either nationally or regionally, are less favorable than expected, resulting in,
among other things, a deterioration in credit quality; (7) changes in the
regulatory environment; (8) changes in business conditions and inflation; and
(9) changes in the securities markets.  Additionally, the forward-looking
earnings estimates included in this Proxy Statement/Prospectus have not been
examined or compiled by the independent accountants of BancFirst or AmQuest nor
have such accountants applied any procedures thereto.  Accordingly, such
accountants do not express an opinion or any other form of assurance on them.
Given these uncertainties, stockholders are cautioned not to place undue
reliance on such forward-looking statements.  BancFirst disclaims any obligation
to update any such factors or to publicly announce the results of any revisions
to any of the forward-looking statements contained herein to reflect future
events or developments.  Further information on other factors which could affect
the financial results of BancFirst after the Merger is included in the
Commission filings incorporated by reference herein.

                                       2
<PAGE>

                                    SUMMARY

         The following is a summary of certain information contained elsewhere
in this Proxy Statement/Prospectus. Reference is made to, and this summary is
qualified in its entirety by, the more detailed information contained or
incorporated by reference in this Proxy Statement/Prospectus and the appendices
hereto. Stockholders are urged to read this Proxy Statement/Prospectus and the
appendices hereto in their entirety.

                                 INTRODUCTION

         This Proxy Statement/Prospectus relates to a Merger Agreement between
BancFirst and AmQuest, which provides for, among other things, the merger of
AmQuest with and into BancFirst. As a result of the Merger, the separate
corporate existence of AmQuest will cease. In connection with the Merger,
AmQuest Bank, N.A. ("AmQuest Bank"), and Exchange National Bank and Trust
Company, Ardmore ("ENB"), national banking associations and wholly owned
subsidiaries of AmQuest (the "AmQuest Banks"), have entered into separate merger
agreements dated, respectively, June 15, 1998 and June 16, 1998 (the "Subsidiary
Merger Agreements"), with BancFirst, an Oklahoma state-chartered banking
corporation and wholly owned subsidiary of BancFirst Corporation ("BancFirst
Bank" and, together with the AmQuest Banks, the "Subsidiary Banks"), which
provide for the mergers of the AmQuest Banks with and into BancFirst Bank (the
"Subsidiary Bank Mergers"). If the Merger is approved, it is anticipated that
the Subsidiary Bank Mergers will be consummated 30-60 days subsequent to the
consummation of the Merger.

                                  THE PARTIES

BancFirst..............................BancFirst is an Oklahoma corporation and
                                       is registered as a bank holding company
                                       under the Bank Holding Company Act of
                                       1956, as amended (the "BHCA"). It
                                       conducts substantially all of its
                                       operating activities through its
                                       wholly-owned subsidiary, BancFirst Bank,
                                       a state-chartered, Federal Reserve member
                                       bank headquartered in Oklahoma City,
                                       Oklahoma. Through BancFirst Bank, the
                                       Company provides a full range of
                                       commercial banking services to retail
                                       customers and small to medium-sized
                                       businesses both in the non-metropolitan
                                       trade centers of Oklahoma and the
                                       metropolitan markets of Oklahoma City,
                                       Tulsa, Norman, Lawton, Muskogee and
                                       Shawnee.

                                       BancFirst Bank operates as a "super
                                       community bank," managing its community
                                       banking offices on a decentralized basis,
                                       which permits them to be responsive to
                                       local customer needs. Underwriting,
                                       funding, customer service and pricing
                                       decisions are made by Presidents in each
                                       market within the bank's strategic
                                       parameters. At the same time, BancFirst
                                       Bank generally has a larger lending
                                       capacity, broader product line and
                                       greater operational efficiencies than its
                                       principal competitors in the
                                       non-metropolitan market areas (which
                                       typically are independently-owned
                                       community banks). In the metropolitan
                                       markets served by the bank, BancFirst's
                                       strategy is to focus on the needs of
                                       local businesses not served effectively
                                       by larger institutions. See "INFORMATION
                                       ABOUT BANCFIRST."

                                       As of March 31, 1998, on a consolidated
                                       basis, BancFirst had total assets of
                                       approximately $1.5 billion, total
                                       deposits of approximately $1.4 billion
                                       and total stockholders' equity of
                                       approximately $126 million. Through the
                                       68 branches of BancFirst Bank, BancFirst
                                       serves 36 communities across central and
                                       eastern Oklahoma. BancFirst's primary
                                       lending activity is the financing of
                                       business and industry in its market
                                       areas. As of March 31, 1998, BancFirst
                                       employed, in the aggregate, approximately
                                       900 full-time equivalent employees.


                                       3
<PAGE>

BancFirst (continued)................ The principal executive office of 
                                      BancFirst is located at 101 N. Broadway,
                                      Suite 200, Oklahoma City, Oklahoma 73102,
                                      telephone number (405) 278-1086.

AmQuest.............................. AmQuest is an Oklahoma corporation and is
                                      registered as a bank holding company under
                                      the BHCA. As such, it holds all of the 
                                      shares of its two banking subsidiaries, 
                                      AmQuest Bank and ENB, which engage in 
                                      general commercial banking business, 
                                      including trust services, in its market
                                      area. Both AmQuest Bank and ENB provide a 
                                      broad range of financial services to 
                                      individuals, business enterprises, 
                                      financial institutions and governmental
                                      authorities. AmQuest Bank, which has seven
                                      offices in Duncan, Lawton and Anadarko, 
                                      Oklahoma, is AmQuest's largest subsidiary,
                                      having assets of approximately $369.3 
                                      million and deposits of approximately 
                                      $329.5 million at March 31, 1998. ENB has
                                      five offices in Ardmore, Marietta and 
                                      Thackerville, Oklahoma and had assets of 
                                      approximately $196.4 million and deposits
                                      of approximately $163.6 million at March 
                                      31, 1998.

                                      The principal executive office of AmQuest
                                      is located at 101 N. 14/th/ Street,
                                      Duncan, Oklahoma 73533, telephone number
                                      (580) 251-7000.

                             THE SPECIAL MEETINGS

Date, Time and Place
  of Special Meetings.................The BancFirst Special Meeting will be held
                                      at The Westin Hotel, One N.Broadway, 
                                      Oklahoma City, Oklahoma 73102 on September
                                      24, 1998, at 9:00 a.m., local time. See 
                                      "THE BANCFIRST SPECIAL MEETING-Date, Time
                                      and Place." The AmQuest Special Meeting
                                      will be held at the offices of AmQuest
                                      Bank, N.A., 2/nd/ Floor, 16 S. 9/th/
                                      Street, Duncan, Oklahoma 73533, on
                                      September 24, 1998, at 1:30 p.m. local
                                      time. See "THE AMQUEST SPECIAL MEETING-
                                      Date, Time and Place."

Matters to be Considered..............BancFirst. At the BancFirst Special
                                      Meeting, holders of BancFirst Common Stock
                                      will be asked to consider and vote upon:
                                      (i) the adoption and approval of the
                                      Merger Agreement and the transactions
                                      contemplated thereby, including the
                                      Merger, and (ii) a proposal to amend the
                                      Certificate of Incorporation of BancFirst
                                      to increase from 7,500,000 to 15,000,000
                                      the number of shares of BancFirst Common
                                      Stock authorized to be issued by
                                      BancFirst, in order to have a sufficient
                                      number of shares of BancFirst Common Stock
                                      to effect the Merger and for other
                                      corporate purposes. See "THE BANCFIRST
                                      SPECIAL MEETING-Matters to be Considered."

                                      AmQuest. At the AmQuest Special Meeting,
                                      holders of AmQuest will be asked to
                                      consider and vote upon the adoption and
                                      approval of the Merger Agreement and the
                                      transactions contemplated thereby,
                                      including the Merger. See "THE AMQUEST
                                      SPECIAL MEETING-Matters to be Considered."

Record Date...........................BancFirst. The record date for the
                                      BancFirst Special Meeting is July 31, 1998
                                      (the "BancFirst Record Date"). Only the
                                      holders of record of the outstanding
                                      shares of BancFirst Common Stock on the
                                      BancFirst Record Date will be entitled to
                                      notice of, and to vote at, the BancFirst
                                      Special Meeting.

                                       4
<PAGE>

Record Date (continued)................AmQuest. The record  date for the 
                                       AmQuest Special Meeting is August 15,
                                       1998 (the "AmQuest Record Date"). Only
                                       the holders of record of the outstanding
                                       shares of AmQuest Common Stock on the
                                       AmQuest Record Date will be entitled to
                                       notice of, and to vote at, the AmQuest
                                       Special Meeting.

Votes Required.........................BancFirst. Holders of BancFirst Common 
                                       Stock as of the BancFirst Record Date are
                                       entitled to one vote per share on each
                                       matter to be voted on at the BancFirst
                                       Special Meeting. A majority of the shares
                                       of BancFirst Common Stock outstanding on
                                       the BancFirst Record Date, present in
                                       person or represented by proxy, shall
                                       constitute a quorum for purposes of the
                                       BancFirst Special Meeting.

                                       The approval and adoption of the Merger
                                       Agreement and the approval of the
                                       amendment of the BancFirst Charter will
                                       each require the affirmative vote of the
                                       holders of at least a majority of the
                                       shares of BancFirst Common Stock
                                       outstanding on the BancFirst Record Date.

                                       For purposes of determining whether a
                                       proposal has received a majority vote,
                                       abstentions and broker non-votes will
                                       have the same effect as a negative vote.

                                       THE APPROVAL OF THE MERGER AGREEMENT AND
                                       THE AMENDMENT OF THE BANCFIRST CHARTER
                                       ARE EACH CONTINGENT UPON APPROVAL OF BOTH
                                       SUCH PROPOSALS BY THE BANCFIRST
                                       STOCKHOLDERS. UNLESS BOTH PROPOSALS ARE
                                       APPROVED, NEITHER WILL BE EFFECTED BY
                                       BANCFIRST AND THE MERGER WILL NOT BE
                                       CONSUMMATED. See "THE BANCFIRST SPECIAL
                                       MEETING-Vote Required" and "THE
                                       MERGER-Conditions to the Merger;
                                       Amendment; Termination."

                                       AmQuest. Holders of AmQuest Common Stock
                                       as of the AmQuest Record Date are
                                       entitled to one vote per share on each
                                       matter to be voted on at the AmQuest
                                       Special Meeting. A majority of the shares
                                       of AmQuest Common Stock outstanding on
                                       the AmQuest Record Date, present in
                                       person or represented by proxy, shall
                                       constitute a quorum for purposes of the
                                       AmQuest Special Meeting.

                                       The approval and adoption of the Merger
                                       Agreement will require the affirmative
                                       vote of the holders of at least a
                                       majority of the shares of AmQuest Common
                                       Stock outstanding on the AmQuest Record
                                       Date. For purposes of determining whether
                                       a proposal has received a majority vote,
                                       abstentions and broker non-votes will
                                       have the same effect as a negative vote.
                                       See "THE AMQUEST SPECIAL MEETING-Vote
                                       Required" and "THE MERGER-Conditions to
                                       the Merger; Amendment; Termination."

                                       5
<PAGE>
Security Ownership of 
 Management............................BancFirst. As of the BancFirst Record 
                                       Date, directors and executive officers of
                                       BancFirst and their affiliates
                                       beneficially owned and were entitled to
                                       vote      shares of BancFirst Common 
                                       Stock, which represented approximately 
                                             % of the shares of BancFirst 
                                       Common Stock outstanding on the BancFirst
                                       Record Date. Each such director and
                                       executive officer has indicated his
                                       present intention to vote, or cause to be
                                       voted, the BancFirst Common Stock so
                                       owned by him for approval and adoption of
                                       the Merger Agreement and approval of the
                                       amendment of the BancFirst Charter. As of
                                       the BancFirst Record Date, the banking
                                       and trust subsidiaries of BancFirst, as
                                       fiduciaries, custodians or agents, had
                                       sole or shared voting power with respect
                                       to      shares of BancFirst Common Stock,
                                       which represented approximately    % of 
                                       the shares of BancFirst Common Stock
                                       outstanding on the BancFirst Record Date.
                                       It is the practice of these entities when
                                       holding shares as sole trustee or sole
                                       executor to vote said shares but, where
                                       shares are held as co-executor or co-
                                       trustee, approval is obtained from the 
                                       co-fiduciary before voting.

                                       AmQuest. As of the AmQuest Record Date,
                                       directors and executive officers of
                                       AmQuest and their affiliates beneficially
                                       owned and were entitled to vote     
                                       shares of AmQuest Common Stock, which
                                       represented approximately      % of the 
                                       shares of AmQuest Common Stock
                                       outstanding on the AmQuest Record Date.
                                       Each such director and executive officer
                                       has indicated his present intention to
                                       vote, or cause to be voted, the AmQuest
                                       Common Stock so owned by him for approval
                                       and adoption of the Merger Agreement. As
                                       of the AmQuest Record Date, the banking
                                       and trust subsidiaries of AmQuest, as
                                       fiduciaries, custodians or agents, had
                                       sole or shared voting power with respect
                                       to 22,025 shares of AmQuest Common Stock,
                                       which represented less than 1% of the
                                       shares of AmQuest Common Stock
                                       outstanding on the AmQuest Record Date.
                                       It is the practice of these entities when
                                       holding shares as sole trustee or sole
                                       executor to vote said shares but, where
                                       shares are held as co-executor or co-
                                       trustee, approval is obtained from the 
                                       co-fiduciary before voting.

                                  THE MERGER

Terms of the Merger....................Subject to the terms and conditions of 
                                       the Merger Agreement and in accordance
                                       with the Oklahoma General Corporation Act
                                       (the "OGCA"), at the time the Merger is
                                       consummated (the "Effective Time"),
                                       AmQuest will merge with and into
                                       BancFirst, and BancFirst will be the
                                       surviving corporation in the Merger. At
                                       the Effective Time, the separate
                                       corporate existence of AmQuest will
                                       terminate.

                                       As a result of the Merger, each share of
                                       AmQuest Common Stock issued and
                                       outstanding immediately prior to the
                                       Effective Time, other than shares held in
                                       the treasury of AmQuest, will be
                                       converted into the right to receive .7917
                                       shares of BancFirst Common Stock, subject
                                       to possible adjustment if the
                                       stockholders' equity of AmQuest is less
                                       than certain minimum levels specified in
                                       the Merger Agreement (the "Exchange
                                       Ratio"), except for fractional shares or
                                       shares as to which appraisal rights are
                                       perfected. See "THE MERGER-Merger
                                       Consideration," "THE MERGER-Appraisal
                                       Rights of Dissenting Stockholders" and
                                       "DESCRIPTION OF BANCFIRST CAPITAL STOCK."

                                       6
<PAGE>
Terms of the Merger (continued)........The shares of BancFirst Common Stock to 
                                       be issued as described in the preceding
                                       paragraph, together with any cash payment
                                       in lieu of fractional shares, as provided
                                       in the following paragraph, are referred
                                       to herein as the "Merger Consideration."

                                       No fractional shares of BancFirst Common
                                       Stock will be issued. In lieu thereof,
                                       holders of AmQuest Common Stock who would
                                       otherwise be entitled to a fractional
                                       share interest in BancFirst Common Stock
                                       (after taking into account all shares of
                                       AmQuest Common Stock held by such
                                       holder), upon surrender of the
                                       certificate or certificates representing
                                       such AmQuest Common Stock, be paid cash,
                                       without interest, by BancFirst for such
                                       fractional shares on the basis of the
                                       average of the closing prices of
                                       BancFirst Common Stock as reported in The
                                       Wall Street Journal for each of the days
                                       included in the Valuation Period. The
                                       term "Valuation Period" shall mean the
                                       ten consecutive Nasdaq trading days
                                       ending on the sixth Nasdaq trading day
                                       immediately prior to the proposed
                                       Effective Time. See "THE
                                       MERGER-Conversion of Shares; Procedures
                                       for Exchange of Certificates; Fractional
                                       Shares."

                                       The obligation of AmQuest to consummate
                                       the Merger is not conditioned upon
                                       BancFirst Common Stock continuing to
                                       trade at any specified minimum price
                                       during any period prior to the Effective
                                       Time. Because the Exchange Ratio is fixed
                                       at 1-for-.7917 and because the market
                                       value of BancFirst Common Stock is
                                       subject to fluctuation, the value of the
                                       Merger Consideration that stockholders of
                                       AmQuest will receive in the Merger may
                                       increase or decrease prior to and
                                       following the Merger. Based on the
                                       closing sales price of BancFirst Common
                                       Stock of $     as reported on the Nasdaq 
                                       on August  , 1998, the Merger 
                                       Consideration had a value of $     for 
                                       each share of AmQuest Common Stock, and 
                                       the approximate total value of the 
                                       Merger Consideration to AmQuest 
                                       stockholders, was $     million. 
                                       Immediately following the Merger, 
                                       stockholders of BancFirst and AmQuest
                                       will own approximately 73% and 27%,
                                       respectively, of the then outstanding
                                       shares of BancFirst Common Stock (without
                                       giving effect to the shares of BancFirst
                                       Common Stock issuable upon exercise of
                                       stock options granted pursuant to the
                                       AmQuest Stock Plans (as such term is
                                       hereafter defined under "THE
                                       MERGER-Effect of Merger on AmQuest
                                       Employee Benefit Plans and Options")).

                                       Stockholders of AmQuest are advised to
                                       obtain recent market quotations for
                                       BancFirst Common Stock. No assurance can
                                       be given as to the market price of
                                       BancFirst Common Stock on the Effective
                                       Time, or as to the market price of
                                       BancFirst Common Stock thereafter.

                                       For information on how AmQuest
                                       stockholders will be able to exchange
                                       certificates representing shares of
                                       AmQuest Common Stock for certificates
                                       representing shares of BancFirst Common
                                       Stock, see "THE MERGER-Conversion of
                                       Shares; Procedures for Exchange of
                                       Certificates; Fractional Shares."

                                       7
<PAGE>


Terms of the Merger (continued)........Each stock option or right to acquire 
                                       AmQuest Common Stock granted pursuant to
                                       AmQuest's 1988 Incentive Stock Option
                                       Plan, 1993 Incentive Stock Option Plan
                                       and 1995 Non-employee Director Stock Plan
                                       (together, the "AmQuest Stock Plans")
                                       which is outstanding and unexercised
                                       immediately prior to the Effective Time
                                       will be converted automatically at the
                                       Effective Time into an option to purchase
                                       Common Stock of BancFirst and, subject to
                                       the adjustment described below, will
                                       continue to be governed by the terms of
                                       the AmQuest Stock Plans which will be
                                       assumed by BancFirst. As of the AmQuest
                                       Record Date,       shares of AmQuest 
                                       Common Stock were subject to such
                                       options. The number of shares of
                                       BancFirst Common Stock subject to such
                                       options and the exercise price of such
                                       options will be adjusted as provided in
                                       the Merger Agreement to give effect to
                                       the Exchange Ratio.

                                       Shares of BancFirst Common Stock issued
                                       and outstanding immediately prior to the
                                       Effective Time will remain issued and
                                       outstanding immediately after the Merger.

Reasons for the Merger
  and Recommendation of the
  Boards of Directors..................The BancFirst Board and the AmQuest 
                                       Board each believes that the terms of the
                                       Merger Agreement are fair and in the best
                                       interests of BancFirst and its
                                       stockholders and AmQuest and its
                                       stockholders, respectively. The terms of
                                       the Merger Agreement were reached on the
                                       basis of arm's-length negotiations
                                       between BancFirst and AmQuest.

                                       The Boards of Directors of BancFirst and
                                       AmQuest believe that the Merger will
                                       create the premier Oklahoma-based
                                       financial services company with the
                                       financial and managerial resources and
                                       the economies of scale to compete
                                       effectively in the rapidly changing and
                                       consolidating marketplace for banking and
                                       financial services. The Boards of
                                       Directors of BancFirst and AmQuest
                                       believe that the Merger will enable the
                                       combined corporation to take advantage of
                                       opportunities that would not otherwise be
                                       available to either organization on its
                                       own, including enhancements in
                                       profitability through the elimination of
                                       redundancies.

                                       THE BANCFIRST BOARD OF DIRECTORS AND THE
                                       AMQUEST BOARD OF DIRECTORS HAVE EACH, BY
                                       UNANIMOUS VOTE, APPROVED THE MERGER
                                       AGREEMENT AND THE TRANSACTIONS
                                       CONTEMPLATED THEREBY AND RECOMMEND THAT
                                       THEIR RESPECTIVE STOCKHOLDERS VOTE TO
                                       APPROVE AND ADOPT THE MERGER AGREEMENT.

                                       IN ADDITION, THE BOARD OF DIRECTORS OF
                                       BANCFIRST HAS, BY UNANIMOUS VOTE,
                                       APPROVED THE PROPOSED AMENDMENT OF THE
                                       BANCFIRST CHARTER AND RECOMMENDS THAT
                                       BANCFIRST'S STOCKHOLDERS VOTE TO APPROVE
                                       SUCH AMENDMENT.

                                       For a discussion of the background of the
                                       Merger and the factors considered by each
                                       of the BancFirst Board and the AmQuest
                                       Board in reaching its decision to approve
                                       the Merger Agreement, see "THE
                                       MERGER-Background of the Merger,"
                                       "-AmQuest Reasons for Merger;
                                       Recommendation of AmQuest Board," and
                                       "-BancFirst Reasons for Merger;
                                       Recommendation of BancFirst Board."

                                       8
<PAGE>


Opinion of Financial Advisor...........AmQuest's advisor with respect to the  
                                       financial aspects of the Merger, Howe
                                       Barnes Investments, Inc. ("Howe Barnes"),
                                       has rendered its opinion to the Board of
                                       Directors of AmQuest that, as of May 6,
                                       1998, the date the Board of Directors
                                       approved the Merger Agreement, the terms
                                       of the Merger were fair, from a financial
                                       point of view, to AmQuest and its
                                       stockholders. The opinion of Howe Barnes,
                                       attached as Appendix B to this Proxy
                                       Statement/Prospectus, sets forth the
                                       matters considered in rendering such
                                       opinion and should be read by the AmQuest
                                       stockholders in its entirety. See "THE
                                       MERGER-Opinion of AmQuest's Financial
                                       Advisor."

Conditions to the Merger...............The Merger is subject to various 
                                       conditions including, among other things:
                                       (i) approval of the Merger by certain
                                       regulatory authorities; (ii) the
                                       effectiveness of the Registration
                                       Statement of which this Proxy
                                       Statement/Prospectus forms a part; (iii)
                                       approval of the Merger Agreement by the
                                       requisite vote of the stockholders of
                                       BancFirst and AmQuest; (iv) receipt of an
                                       opinion of counsel on certain tax aspects
                                       of the Merger; (v) the qualification of
                                       the Merger for "pooling of interests"
                                       accounting treatment; and (vi) and
                                       certain other customary closing
                                       conditions. There can be no assurances as
                                       to when and if such conditions will be
                                       satisfied (or, where permissible, waived)
                                       or that the Merger will be consummated.
                                       See "THE MERGER-Conditions to the Merger;
                                       Amendment; Termination."

Regulatory Approvals...................The Merger is subject to approval by the 
                                       Board of Governors of the Federal Reserve
                                       System (the "Federal Reserve Board")
                                       pursuant to Sections 3 and 4 of the BHCA.
                                       Assuming Federal Reserve Board approval
                                       for the Merger is obtained, the Merger
                                       may not be consummated for 30 days after
                                       such approval (or fifteen days in certain
                                       circumstances described more fully under
                                       "THE MERGER-Regulatory Approvals"),
                                       during which time the United States
                                       Department of Justice (the "DOJ") may
                                       challenge the Merger on antitrust grounds
                                       and seek the divestiture of assets and
                                       liabilities.

                                       BancFirst filed its application with the
                                       Federal Reserve Board on June 19, 1998.
                                       The Merger will not proceed until Federal
                                       Reserve Board approval has been obtained,
                                       such approval is in full force and effect
                                       and all statutory waiting periods in
                                       respect thereof have expired. There can
                                       be no assurance that the Merger will be
                                       approved by the Federal Reserve Board.

                                       Additionally, the Subsidiary Bank Mergers
                                       are subject to the approval of the
                                       Oklahoma State Banking Department and the
                                       Federal Reserve Board. However, approval
                                       of the Subsidiary Bank Mergers by the
                                       Oklahoma State Banking Department and the
                                       Federal Reserve Board is not a condition
                                       to the consummation of the Merger.

Termination............................The Merger Agreement may be terminated  
                                       at any time prior to the Effective Time,
                                       whether before or after approval by the
                                       stockholders of BancFirst and AmQuest,
                                       upon the occurrence of various events and
                                       under certain circumstances, including by
                                       the mutual consent of BancFirst and
                                       AmQuest, or by action of the Board of
                                       Directors of either company under certain
                                       circumstances, including if the Merger is
                                       not consummated by November 30, 1998. See
                                       "THE MERGER-Conditions to the Merger;
                                       Amendment; Termination."

                                       9
<PAGE>
Certain Federal Income
   Tax Consequences....................The Merger is intended to be a tax-free
                                       reorganization so that no gain or loss
                                       will be recognized by BancFirst or
                                       AmQuest, and no gain or loss will be
                                       recognized by AmQuest stockholders,
                                       except in respect of cash received by
                                       holders of AmQuest Common Stock in lieu
                                       of fractional shares of BancFirst Common
                                       Stock. BancFirst and AmQuest have
                                       received the opinion of counsel, dated
                                       the date hereof, of Crowe & Dunlevy, to
                                       the effect that, among other things, the
                                       Merger will constitute a reorganization
                                       within the meaning of Section 368(a) of
                                       the Internal Revenue Code of 1986, as
                                       amended (the "Code"). Consummation of the
                                       Merger is conditioned upon delivery of an
                                       opinion of counsel to the same effect
                                       dated as of the closing date of the
                                       Merger. See "THE MERGER- Federal Income
                                       Tax Consequences of the Merger."

Anticipated Accounting Treatment.......The Merger is expected to qualify as a
                                       "pooling of interests" for accounting and
                                       financial reporting purposes. The
                                       qualification of the transaction as a
                                       "pooling of interest" is a condition to
                                       consummation of the Merger. See "THE
                                       MERGER-Accounting Treatment."

Interests of Certain Persons
   in the Merger.......................Certain members of the AmQuest Board of
                                       Directors and management of AmQuest have
                                       interests in the Merger that are in
                                       addition to and separate from the
                                       interests of stockholders of AmQuest
                                       generally. These include, among others,
                                       provisions in the Merger Agreement
                                       relating to director and officer
                                       indemnification and the conversion and
                                       acceleration of vesting of employee stock
                                       options. BancFirst also has agreed to pay
                                       one week of severance pay for each year
                                       of service with a maximum of 26 weeks to
                                       any employee of AmQuest terminated as a
                                       result of a position elimination within
                                       the first year after the Effective Time.
                                       In addition, BancFirst has agreed to
                                       assign without consideration, to
                                       designees of AmQuest expected to be
                                       members of the McCasland and/or Maurer
                                       families (who collectively beneficially
                                       own approximately 80% of the outstanding
                                       AmQuest Common Stock), or an entity
                                       controlled by them, all rights to use the
                                       name "AmQuest Financial," including, but
                                       not limited to, any federal or state
                                       trademarks or servicemarks related
                                       thereto, and any signage related thereto,
                                       subject to the terms of a mutually
                                       acceptable agreement between the
                                       designees and BancFirst pursuant to which
                                       the designees agree that (i) "AmQuest
                                       Financial" will not be used anywhere in
                                       Oklahoma within one year following the
                                       Effective Time; and in any current
                                       AmQuest communities within two years
                                       following the Effective Time; and (ii)
                                       "AmQuest Financial" will not be used in
                                       commercial banking, savings bank or
                                       brokerage services in the state of
                                       Oklahoma for a period of three years
                                       following the Effective Time.

                                       The BancFirst Board and the AmQuest Board
                                       were aware of these interests and
                                       considered them, among other matters, in
                                       approving the Merger Agreement and the
                                       transactions contemplated thereby.

                                       See "THE MERGER-Interests of Certain
                                       Persons in the Merger" and "-Management
                                       and Operations Following the Merger."


                                       10
<PAGE>
Dissenters' Rights.....................Holders of AmQuest Common Stock will have
                                       appraisal rights ("Dissenters' Rights")
                                       in accordance with the OGCA. To perfect
                                       this right, an AmQuest stockholder must
                                       not vote his shares in favor of the
                                       Merger (this may be done by marking the
                                       proxy either to vote against such Merger
                                       or to abstain from voting thereon or by
                                       not voting at all) and must take such
                                       other action as is required by the
                                       provisions of Section 1091 of the OGCA.
                                       Such actions include delivering written
                                       notice of objection prior to the vote on
                                       the Merger.

                                       Holders of BancFirst Common Stock do not
                                       have any dissenters' or appraisal rights
                                       under the OGCA in connection with the
                                       Merger.

                                       See "THE MERGER-Appraisal Rights of
                                       Dissenting Stockholders" and Appendix C
                                       to this Proxy Statement/Prospectus.

Management and Operations
   After the Merger....................Following the Merger, BancFirst intends
                                       to combine the operations of, and,
                                       subject to required regulatory approvals,
                                       to merge the AmQuest Banks with and into
                                       BancFirst Bank. BancFirst Bank will be
                                       the surviving bank in the Subsidiary Bank
                                       Mergers. Following consummation of the
                                       Subsidiary Bank Mergers, the present
                                       locations of AmQuest Bank and ENB will
                                       operate as branch offices of BancFirst
                                       Bank. It is presently anticipated that
                                       the number of directors comprising the
                                       BancFirst Board of Directors will be
                                       increased by two as a result of the
                                       Merger, with John C. Hugon, Vice-Chairman
                                       of the AmQuest Board of Directors, and T.
                                       H. McCasland, Jr., Chairman of the
                                       AmQuest Board, becoming directors of
                                       BancFirst. It is presently anticipated
                                       that, following the Subsidiary Bank
                                       Mergers, the respective Presidents of the
                                       AmQuest Banks will continue as Presidents
                                       of the BancFirst Bank branch locations
                                       into which such locations will be
                                       converted. Additionally, Terrence
                                       Cooksey, the Chief Executive Officer and
                                       a director of AmQuest, will become
                                       Executive Vice President and Regional
                                       Executive of BancFirst Bank, and Richard
                                       E. Dixon, Chief Administrative Officer of
                                       AmQuest Bank, will become Executive Vice
                                       President of BancFirst Bank-Duncan. There
                                       are no written employment agreements with
                                       respect to such anticipated continued
                                       employment.

                                       Except as provided above, it is not
                                       anticipated that the management of
                                       BancFirst or the BancFirst Board will be
                                       affected as a result of the Merger.

                                       While no assurance can be given,
                                       BancFirst has estimated, based on
                                       information available at this time,
                                       pretax expense savings resulting from the
                                       Merger to be about $250,000 in 1998,
                                       growing to about $2 million annually by
                                       1999. The expense savings is expected to
                                       be realized in the consolidation of data
                                       processing and back office functions; the
                                       elimination of corporate overhead and
                                       duplicate branch locations and other
                                       efficiencies resulting mainly from
                                       consolidation of operating units. The
                                       extent to which such expense savings will
                                       be achieved is dependent upon various
                                       factors, a number of which are beyond the
                                       control of BancFirst and AmQuest,
                                       including the regulatory environment,
                                       economic conditions, unanticipated
                                       changes in business conditions and
                                       inflation. Therefore, no assurances can
                                       be given with respect to the ultimate
                                       level and composition of expense savings
                                       to be realized, or that such savings will
                                       be realized in the time-frame currently
                                       anticipated.


                                       11
<PAGE>
                CERTAIN DIFFERENCES IN THE RIGHTS OF STOCKHOLDERS

         The rights of stockholders of AmQuest currently are governed by the
OGCA, the AmQuest Amended Certificate of Incorporation (the "AmQuest Charter")
and the AmQuest by-laws (the "AmQuest By-laws"). Upon consummation of the
Merger, AmQuest stockholders who receive BancFirst Common Stock will become
stockholders of BancFirst, and their rights will be governed by the BancFirst
Charter and the BancFirst by-laws (the "BancFirst By-laws"), and will continue
to be governed by the OGCA. See "COMPARISON OF STOCKHOLDERS' RIGHTS" for a
summary of certain material differences between the rights of holders of
BancFirst Common Stock and the rights of holders of AmQuest Common Stock.

                            COMPARATIVE STOCK PRICES

         Shares of BancFirst Common Stock are traded in the over-the-counter
market and are listed on the Nasdaq under the symbol BANF. There is no
established trading market for AmQuest Common Stock. The following table sets
forth the high and low last sale prices of BancFirst Common Stock for the
periods indicated, as reported on the Nasdaq
<TABLE>
<CAPTION>

                                                                      SALES PRICE
                                                          ------------------------------------
1998                                                           HIGH                LOW
                                                          ---------------    -----------------
<S>                                                       <C>                <C>
First Quarter.......................................          $40 5/8             $32 7/8
Second Quarter......................................           48 1/4              39 1/2
Third Quarter (through July 17, 1998)...............           47 1/4              46

1997
First Quarter.......................................           32 1/2              27 1/16
Second Quarter......................................           33 1/2              27 1/2
Third Quarter.......................................           33 3/4              29 1/4
Fourth Quarter......................................           34 1/4              31 9/16

1996
First Quarter.......................................           21 3/4              19
Second Quarter......................................           21 3/4              20 5/8
Third Quarter.......................................           25 3/4              20 1/2
Fourth Quarter......................................           27 1/2              24 1/2
</TABLE>


         On            , 1998, the last day on which BancFirst Common Stock 
was traded prior to the mailing of this Proxy Statement/Prospectus, the last
reported sales price of BancFirst Common Stock as reported on the Nasdaq was $
per share. At the close of trading on May 6, 1998, the last trading day
preceding public announcement of the proposed Merger, the last reported sales
price of BancFirst Common Stock was $45.00 per share. The pro forma equivalent
per share price of the AmQuest Common Stock on such date was $35.63. The pro
forma equivalent per share value of AmQuest Common Stock on any date equals the
closing sale price of BancFirst Common Stock on such date, as reported on the
Nasdaq, multiplied by the Exchange Ratio of .7917.

                                  RISK FACTORS

         Stockholders of AmQuest should carefully consider the matters set forth
under "RISK FACTORS." Factors to be considered, among other things, include the
ability of BancFirst to manage its growth and retain AmQuest's customer base.

                                       12
<PAGE>
 
                           COMPARATIVE PER SHARE DATA



     The following summary presents comparative historical, pro forma and pro
forma equivalent unaudited per share data for BancFirst and AmQuest. The pro
forma amounts assume the Merger had been effective during the periods presented
and has been accounted for under the pooling of interests method. For a
description of pooling of interests accounting with respect to the Merger, see
"THE MERGER-Accounting Treatment." BancFirst's pro forma amounts represent the
pro forma results of the combined companies, and AmQuest's equivalent pro forma
amounts are computed by multiplying the pro forma amounts by a factor of .7917,
to reflect the Exchange Ratio (which equals .7917 shares of BancFirst Common
Stock for each share of AmQuest Common Stock).

     The data presented should be read in conjunction with the historical
financial statements, the related notes thereto and the pro forma financial
statements included elsewhere in this Proxy Statement/Prospectus.

<TABLE>
<CAPTION>
                                                                AT AND FOR THE
                                                   -----------------------------------------
                                                    THREE MONTHS    YEAR ENDED DECEMBER 31,
                                                        ENDED      -------------------------
                                                   MARCH 31, 1998   1997     1996     1995
                                                   --------------  ------   ------   -------
<S>                                                <C>             <C>      <C>      <C>   
BANCFIRST CORPORATION 
Earnings per common share:
   Historical -
     Basic                                            $ 0.62       $ 2.48   $ 2.41   $ 2.07
     Diluted                                            0.60         2.41     2.32     2.01
   Pro forma -                                                                             
     Basic                                              0.60         2.28     2.33     1.95
     Diluted                                            0.58         2.22     2.26     1.91
Cash dividends per share:                                                                  
   Historical                                           0.12         0.42     0.34     0.29
   Pro forma                                            0.12         0.42     0.34     0.29
Book value per share:                                                                      
   Historical                                          19.88        19.37    17.52    15.80
   Pro forma                                           20.18        19.70      N/A      N/A
                                                                                           
                                                                                           
AMQUEST FINANCIAL CORP. EQUIVALENT                                                         
Earnings per common share:                                                                 
   Historical -                                                                            
     Basic                                            $ 0.43       $ 1.40   $ 1.69   $ 1.34
     Diluted                                            0.42         1.37     1.67     1.33
   Pro forma -                                                                             
     Basic                                              0.48         1.81     1.84     1.54
     Diluted                                            0.46         1.76     1.79     1.51
Cash dividends per share:                                                                  
   Historical                                           0.04         0.16     0.16     0.16
   Pro forma                                            0.10         0.33     0.27     0.23
Book value per share:                                                                      
   Historical                                          16.58        16.25    14.97    13.52
   Pro forma                                           15.98        15.60      N/A      N/A
</TABLE>

                                       13
<PAGE>
 
                             SELECTED FINANCIAL DATA

     The following tables set forth selected historical financial data for each
of BancFirst and AmQuest. This data is based on, and qualified in its entirety
by, the respective consolidated financial statements of BancFirst and AmQuest,
including the respective notes thereto, which appear elsewhere in this Proxy
Statement/Prospectus and should be read in conjunction therewith.

SELECTED CONSOLIDATED FINANCIAL DATA OF BANCFIRST

     The following selected consolidated financial data with respect to
BancFirst's consolidated financial position as of December 31, 1997 and 1996,
and its results of operations for the years ended December 31, 1997, 1996 and
1995 have been derived from the audited consolidated financial statements of
BancFirst appearing elsewhere in this Proxy Statement/Prospectus. This
information should be read in conjunction with such consolidated financial
statements and the notes thereto. The selected consolidated financial data with
respect to BancFirst's consolidated financial position as of December 31, 1995,
1994 and 1993 and its results of operations for the years ended December 31,
1994 and 1993 have been derived from the audited consolidated financial
statements of BancFirst, which are not presented herein. The selected
consolidated financial data with respect to BancFirst's consolidated financial
position at March 31, 1998 and 1997, and its results of operations for the three
months ended March 31, 1998 and 1997 have been derived from BancFirst's
unaudited consolidated financial statements appearing elsewhere herein and
should be read in conjunction with such consolidated financial statements and
the notes thereto.

<TABLE>
<CAPTION>
                                     AT AND FOR THE
                                      THREE MONTHS
                                     ENDED MARCH 31,              AT AND FOR THE YEAR ENDED DECEMBER 31,
                                  ---------------------- ---------------------------------------------------------
                                     1998        1997        1997       1996        1995       1994        1993
                                  ----------  ---------- ----------- ----------  ---------- ----------- ----------
                                                  (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                               <C>         <C>        <C>         <C>         <C>        <C>         <C>  
INCOME STATEMENT DATA:
 Net interest income              $   15,400  $   13,862 $    57,699 $   53,784  $   43,689   $  38,936  $  32,971
 Provision for loan losses               577          96         982        994         855         380        251
 Noninterest income                    4,376       3,807      15,821     14,999      12,500      11,218     10,547
 Noninterest expense                  12,871      11,514      48,537     43,270      34,932      31,631     29,151
 Income before extraordinary items     3,970       3,761      15,749     15,088      12,839      11,597     10,154
 Net income                            3,970       3,761      15,749     15,088      12,839      11,597     11,472
 Accumulated preferred dividends          --          --          --         --          --         (55)      (386)
 Net income applicable to common
  Stockholders                         3,970       3,761      15,749     15,088      12,839      11,542     11,086
BALANCE SHEET DATA:
 Total assets                     $1,532,855  $1,251,914  $1,345,789 $1,235,711  $1,048,338   $ 872,915  $ 823,234
 Total loans (net of unearned   
  interest)                          926,769     783,296     857,896    763,559     625,162     522,314    466,356
 Allowance for loan losses            12,699      11,925      12,284     11,945      10,646       9,729      9,027
 Securities                          396,911     302,760     310,343    283,857     263,113     223,044    231,546
 Deposits                          1,357,653   1,096,286   1,175,110  1,105,453     923,169     784,851    736,686
 Long-term borrowings                  7,024       6,587       7,051      6,636         918          --         --
 9.65% Capital Securities             25,000      25,000      25,000         --          --          --         --
 10% Preferred Stock                      --          --          --         --          --          --      3,898
 Common stockholders' equity         126,491     112,960     122,934    112,096      98,343      81,961     76,052
PER COMMON SHARE DATA:
 Income before extraordinary
  items - basic                   $     0.62  $     0.59  $     2.48 $     2.41  $     2.07   $    1.86  $    1.77
 Net income - basic                     0.62        0.59        2.48       2.41        2.07        1.86       2.01
 Income before extraordinary
  items - Diluted                       0.60        0.57        2.41       2.32        2.01        1.80       1.71
 Net income - diluted                   0.60        0.57        2.41       2.32        2.01        1.80       1.94
 Cash dividends                         0.12        0.10        0.42       0.34        0.29        0.25       0.21
 Book value                            19.88       17.82       19.37      17.52       15.80       13.21      12.27
 Tangible book value                   16.37       15.63       17.40      15.19       14.50       11.93      11.02
</TABLE> 
                                
                                       14
<PAGE>
 
<TABLE>
<CAPTION>

                                          AT AND FOR THE
                                           THREE MONTHS
                                          ENDED MARCH 31,            AT AND FOR THE YEAR ENDED DECEMBER 31,
                                       -------------------- --------------------------------------------------------
                                          1998       1997      1997        1996       1995       1994        1993
                                       --------- ---------- ---------- ----------- ---------- ----------- ----------
                                                         (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                                    <C>       <C>        <C>        <C>         <C>        <C>          <C>
SELECTED FINANCIAL RATIOS:
 Performance ratios:
   Return on average assets               1.15 %   1.23 %      1.23 %     1.31 %      1.33 %     1.34 %      1.54 %
   Return on average stockholders'
    equity                               12.83    13.51       13.51      14.68       14.13      14.36       17.03 
   Cash dividend payout ratio            19.35    16.95       16.94      14.11       14.01      13.44       10.45     
   Net interest spread                    4.22     4.30        4.25       4.51        4.34       4.56        4.54     
   Net interest margin                    5.09     5.18        5.13       5.35        5.20       5.20        5.14     
   Efficiency ratio                      65.08    65.16       66.02      62.91       62.17      63.07       66.99     
 Balance Sheet Ratios:                                                                                                 
   Average loans to deposits             72.32 %  70.59 %     71.47 %    68.81 %     67.02 %    63.39 %     61.82 %   
   Average earning assets to
    total assets                         88.92    88.73       88.85      88.27       88.31      88.05       88.47     
Asset Quality Ratios:                                                                                                 
   Nonperforming and restructured
    loans to total loans                  0.53 %   0.58 %      0.58 %     0.75 %      0.79 %     0.71 %      1.00 %   
   Nonperforming and restructured
    assets to  total assets               0.37     0.44        0.45       0.57        0.55       0.70        1.08         
   Allowance for loan losses to                                                                                       
    total loans                           1.37     1.55        1.43       1.56        1.70       1.86        1.94      
   Allowance for loan losses to                                                                                       
    nonperforming and restructured
    loans                               260.60   216.90      248.01     207.31      216.73     261.53      193.21 
   Net chargeoffs to average loans        0.20     0.06        0.08       0.09        0.08       0.00        0.06     
 Capital Ratios:                                                                                                       
   Average stockholders' equity
    to average assets                     8.96 %   9.14 %      9.11 %     8.93 %      9.43 %     9.34 %      9.06 %   
   Leverage ratio                         8.43    10.05       10.04       7.90        8.55       9.08        9.06     
   Tier 1 risk-based capital ratio       13.69    16.48       15.72      12.98       14.76      15.41       16.57     
   Total risk-based capital ratio        14.94    17.73       16.97      14.23       16.02      16.67       17.83     
</TABLE> 

                                       15
<PAGE>
 
SELECTED CONSOLIDATED FINANCIAL DATA OF AMQUEST

     The following selected consolidated financial data with respect to
AmQuest's consolidated financial position as of December 31, 1997 and 1996, and
its results of operations for the years ended December 31, 1997, 1996 and 1995
have been derived from the audited consolidated financial statements of AmQuest
appearing elsewhere in this Proxy Statement/Prospectus. This information should
be read in conjunction with such consolidated financial statements and the notes
thereto. The selected consolidated financial data with respect to AmQuest's
consolidated financial position as of December 31, 1995, 1994 and 1993 and its
results of operations for the years ended December 31, 1994 and 1993 have been
derived from the audited consolidated financial statements of AmQuest, which are
not presented herein. The selected consolidated financial data with respect to
AmQuest's consolidated financial position at March 31, 1998 and 1997, and its
results of operations for the three months ended March 31, 1998 and 1997 have
been derived from AmQuest's unaudited consolidated financial statements
appearing elsewhere herein and should be read in conjunction with such
consolidated financial statements and the notes thereto.
<TABLE>
<CAPTION>

                                           AT AND FOR THE                  
                                         THREE MONTHS ENDED
                                             MARCH 31,                 AT AND FOR THE YEAR ENDED DECEMBER 31,
                                       ----------------------  -------------------------------------------------------
                                          1998        1997        1997        1996        1995        1994         1993
                                          ----        ----        ----        ----        ----        ----         ----
                                                      (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                                <C>               <C>         <C>         <C>         <C>         <C>          <C>     
INCOME STATEMENT DATA:
  Net interest income                 $  5,894    $  5,241    $ 22,776    $ 20,683    $ 19,372    $ 20,110     $ 19,005
  Provision for loan losses                212         273       1,624         595         650         (45)          51
  Noninterest income                     1,226       1,051       4,921       4,248       4,163       4,182        4,589
  Noninterest expense                    4,811       4,189      19,561      16,317      16,242      16,305       15,710
  Income before extraordinary            1,352       1,224       4,376       5,470       4,594       5,518        5,331
   Items                
  Net income                             1,352       1,224       4,376       5,470       4,594       5,518        5,924
BALANCE SHEET DATA:
  Total assets                        $568,016    $533,910    $577,074    $536,326    $490,927    $470,409     $429,759
  Total loans (net of unearned        
   interest)                           324,998     313,994     335,789     314,151     279,145     272,808      237,820
  Allowance for loan losses              3,156       2,956       3,067       2,794       2,901       2,757        3,017
  Securities                           184,352     162,119     176,680     164,155     173,766     168,465      155,918
  Deposits                             488,357     466,467     502,801     467,349     434,524     415,072      381,123
  Long-term borrowings                   3,000       6,000          --       6,000       1,000       1,000        2,500
  Stockholders' equity                  52,367      47,705      50,830      46,781      46,297      40,783       37,142
PER COMMON SHARE DATA:
  Income before extraordinary
  items-basic                         $   0.43    $   0.39    $   1.40    $   1.69    $   1.34    $   1.61     $   1.54
  Net income - basic                      0.43        0.39        1.40        1.69        1.34        1.61         1.72
  Income before extraordinary items
   - diluted                              0.42        0.38        1.37        1.67        1.33        1.60         1.53
  Net income - diluted                    0.42        0.38        1.37        1.67        1.33        1.60         1.70
  Cash dividends                          0.04        0.04        0.16        0.16        0.16        0.15         0.07
  Book value                             16.59       15.26       16.25       14.97       13.52       11.87        10.76
  Tangible book value                    14.59       14.32       14.17       13.99       12.53       10.76         9.57
SELECTED FINANCIAL RATIOS:
 Performance ratios:
  Return on average assets                0.95%       0.92%       0.78%       1.08%       0.96%       1.17%        1.39%
  Return on average stockholders'
   equity                                10.36       10.30        9.02       11.85       10.64       14.18        17.42
  Cash dividend payout ratio              9.30       10.21       11.43        9.48       11.95        9.31         4.08
  Net interest spread                     3.86        3.57        3.77        3.74        3.68        4.11         4.30
  Net interest margin                     4.61        4.33        4.53        4.51        4.47        4.71         4.88
  Efficiency ratio                       67.57       66.56       70.62       65.45       69.01       67.12        66.58
</TABLE> 

                                       16
<PAGE>
 
<TABLE> 
<CAPTION> 
                                        AT AND FOR THE
                                      THREE MONTHS ENDED
                                           MARCH 31,                 AT AND FOR THE YEAR ENDED DECEMBER 31,
                                 ----------------------------  -------------------------------------------------------
                                       1998        1997        1997       1996      1995       1994        1993
                                       ----        ----        ----       ----      ----       ----        ----
                                                      (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                                   <C>         <C>         <C>        <C>       <C>        <C>         <C>

Balance Sheet Ratios:
 Average loans to deposits            66.91%      67.90%      68.20%     65.57%    64.76%     62.50%      59.20%
 Average earning assets to total
  assets                              92.61       94.35       93.38      93.95     93.99      93.71       93.71
Asset Quality Ratios:
 Nonperforming and restructured
  loans to total loans                 0.89%       1.26%       0.97%      1.37%     0.99%      0.93%       1.15% 
 Nonperforming and restructured                                                                               
  assets to total assets               0.57        0.84        0.64       0.87      0.66       0.63        0.81 
 Allowance for loan losses to total    
  loans                                0.97        0.94        0.91       0.89      1.04       1.01        1.27 
 Allowance for loan losses to   
  nonperforming and restructured 
  loans                              109.39       74.89       93.82      64.80    104.80     108.50      110.47
 Net chargeoffs to average loans       0.15        0.14        0.50       0.24      0.18       0.13        0.18 
Capital Ratios:
 Average stockholders' equity to
  average assets                       9.18%       8.93%       8.71%      9.08%     8.98%      8.22%       7.97%
 Leverage ratio                         8.16        8.49       7.91       8.37      8.91       7.92        7.76 
 Tier 1 risk-based capital ratio       13.70       14.24      12.82      13.81     14.46      12.58       13.12 
 Total risk-based capital ratio        14.64       15.18      13.71      14.70     15.45      13.82       14.36 
</TABLE> 
                                    
                                       17
<PAGE>
 
UNAUDITED PRO FORMA SELECTED FINANCIAL DATA

     The following table sets forth unaudited pro forma selected financial data
of BancFirst giving effect to the Merger, which will be accounted for as a
pooling of interests, as if the Merger had occurred as of the beginning of the
periods indicated herein, after giving effect to the pro forma adjustments
described in the Notes to the Unaudited Pro Forma Consolidated Condensed
Financial Statements. For a description of pooling of interests accounting with
respect to the Merger, see "THE MERGER-Accounting Treatment." The information
set forth below should be read in conjunction with the historical consolidated
financial statements of BancFirst and AmQuest, including the respective notes
thereto, and in conjunction with the selected financial data for BancFirst and
AmQuest and the other pro forma financial information, including the notes
thereto, appearing elsewhere in this Proxy Statement/Prospectus. See "FINANCIAL
STATEMENTS" and "UNAUDITED PRO FORMA FINANCIAL DATA." The unaudited pro forma
selected financial data does not reflect estimated nonrecurring acquisition
costs and restructuring charges, nor anticipated cost savings connected with the
Merger. See "PRO FORMA FINANCIAL DATA-Notes to Unaudited Pro Forma Consolidated
Condensed Financial Statements" and "THE MERGER-Management and Operations
Following the Merger." The pro forma financial data is not necessarily
indicative of the results that actually would have occurred had the Merger been
consummated on the dates indicated or that may be obtained in the future.

<TABLE> 
<CAPTION> 
                                                                 PRO FORMA AT AND FOR THE
                                       ---------------------------------------------------------------------------
                                         THREE MONTHS                     YEAR ENDED DECEMBER 31,
                                             ENDED        --------------------------------------------------------
                                        MARCH 31, 1998            1997             1996              1995
                                       ---------------    ------------------- ---------------  -------------------
                                                      (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                                    <C>                <C>                 <C>              <C>   

Net interest income                      $   21,294          $   80,475         $    74,467        $    63,061
Net income-                                   5,322              20,125              20,558             17,433
Earnings per common share:                                                                       
   Basic                                       0.60                2.28                2.33               1.95
   Diluted                                     0.58                2.22                2.26               1.91
Total assets                              2,100,871           1,922,862           1,772,036           1,539264
Long-term borrowings                         41,024              32,051              12,636              1,918
Cash dividends per share                       0.12               0.42                 0.34               0.29
</TABLE> 

PRO FORMA CAPITALIZATION

     The following table sets forth the historical capitalization of each of
BancFirst and AmQuest, and the pro forma capitalization of BancFirst at March
31, 1998, as adjusted to give effect to the Merger. The BancFirst pro forma
capitalization assumes that the Merger is consummated and that no stockholder
elects appraisal rights. The information shown should be read in conjunction
with the pro forma financial information and the separate financial statements
of BancFirst and AmQuest appearing elsewhere in this Proxy Statement/Prospectus.

<TABLE> 
<CAPTION> 
                                                                                  PRO FORMA          PRO FORMA
                                           BANCFIRST           AMQUEST           ADJUSTMENTS         BANCFIRST
                                       ----------------  -------------------  -----------------  -------------------
                                                                  (DOLLARS IN THOUSANDS)
<S>                                    <C>               <C>                  <C>                <C> 

Long-term borrowings                     $     7,024        $     9,000         $       ---        $    16,024
                                         ===========        ===========         ===========        ===========

9.65% Capital Securities                 $    25,000        $       ---         $       ---        $    25,000
                                         ===========        ===========         ===========        ===========

Stockholders' equity:
   Common stock                          $     6,363        $     6,019         $    (3,522)       $     8,860
   Capital surplus                            36,157                343               3,166             39,666
   Retained earnings                          82,238             50,796               (4,722)          128,312
   Unrealized securities gains,
      net of tax                               1,733                287                 ---              2,020
Treasury stock                                   ---              (5,078)             5,078                ---
                                         -----------        -------------       -----------        -----------
      Total stockholders' equity         $   126,491        $    52,367         $       ---        $   178,858
                                         ===========        ===========         ===========        ===========
</TABLE> 

                                       18
<PAGE>
 
                                 RISK FACTORS
                                        
     In deciding how to vote their shares at the special meetings, holders of
shares of BancFirst Common Stock and holders of shares of AmQuest Common Stock
should carefully consider the following factors, in addition to the information
and other matters set forth in this Proxy Statement/Prospectus.

RISK FACTORS RELATING TO THE MERGER

     Prospects of BancFirst After the Merger and Ability to Integrate
Operations.  The earnings, financial condition and prospects of BancFirst after
the Merger will depend in part on BancFirst's ability to successfully integrate
the operations and management of AmQuest, and to continue to implement
BancFirst's "super community" banking philosophy.  There can be no assurance
that BancFirst will be able to effectively and profitably integrate the
operations and management of AmQuest, or that BancFirst will be able to continue
to profitably implement its philosophy.  See "INFORMATION ABOUT BANCFIRST."  In
addition, there can be no assurance that BancFirst will be able to fully realize
the potential revenue enhancement expected as a result of the Merger.  Further,
although the BancFirst Board anticipates cost savings as a result of the Merger,
there can be no assurance that BancFirst will be able to fully realize any of
the potential cost savings expected as a result of the Subsidiary Bank Merger
and the resulting sharing of administrative and other resources.  Finally, there
can be no assurance that any cost savings which are realized will not be offset
by losses in revenues or other charges to earnings.

     Performance of Combined Loan Portfolios.  BancFirst's performance and
prospects after the Merger also will be dependent to a significant extent on the
performance of the combined loan portfolios of the Subsidiary Banks and
ultimately on the financial condition of the Subsidiary Banks' borrowers and
other customers.  The existing loan portfolios of the Subsidiary Banks differ to
some extent in the types of borrowers, industries and credits represented. In
addition, there are differences in the documentation, classifications, credit
ratings and management of the portfolios.  As a result, BancFirst Bank's overall
loan portfolio will have a different risk profile than the loan portfolio of any
of the Subsidiary Banks before the Merger.  The performance of the combined loan
portfolio will be adversely affected if any of such factors is worse than
currently anticipated.  In addition, to the extent that present customers are
not retained by the combined company or additional expenses are incurred in
retaining them, there could be adverse effects on future results of operations
of BancFirst following the Merger.  Realization of improvement in profitability
is dependent, in part, on the extent to which the revenues of AmQuest and
BancFirst are maintained and enhanced.

       Capability of BancFirst's Data Processing Software to Accommodate the
Year 2000.  Like many financial institutions, BancFirst and its subsidiaries
rely upon computers for the daily conduct of their business and for data
processing generally.  There is concern among industry experts that commencing
on January 1, 2000, computers will be unable to "read" the new year and that
there may be widespread computer malfunctions.  BancFirst is exposed to the risk
that not only the systems it uses will malfunction, but also those of its
customers, suppliers and other parties with whom it conducts business.  Such
system failures could expose BancFirst to losses from operational errors, as
well as customer claims, lawsuits and regulatory penalties for noncompliance.

     During 1997, BancFirst commenced a Year 2000 Project to conduct a
comprehensive review of its outside data processing services, internal computer
systems and other mechanical and computerized equipment.  The purpose of the
project is to determine and plan for necessary changes to assure that its
systems and equipment will function properly in the year 2000.  The Project also
includes communications with other parties to determine the extent to which the
parties are addressing the issue and the exposure to BancFirst in the event the
parties fail to adequately plan for and resolve the issue.  BancFirst's core
business applications are provided by a data processing company that is devoting
substantial resources to assure that the applications are certified as "year
2000 compliant" by the end of 1998.  Although BancFirst believes that its
systems will be so certified within such timeframe, there can be no assurance in
this regard.

                                       19
<PAGE>
 
RISK FACTORS RELATING TO THE INDUSTRY

     Interest Rate Risk.  Banking companies' earnings depend largely on the
relationship between the cost of funds, primarily deposits, and the yield on
earning assets.  This relationship, known as the interest rate spread, is
subject to fluctuation and is affected by economic and competitive factors which
influence interest rates, the volume and mix of interest-earning assets and
interest-bearing liabilities, and the level of nonperforming assets.
Fluctuations in interest rates affect the demand of customers for BancFirst's
and AmQuest's products and services. BancFirst and AmQuest are subject to
interest rate risk to the degree that their interest-bearing liabilities reprice
or mature more slowly or more rapidly or on a different basis than their
interest-earning assets.  Given BancFirst's and AmQuest's current volume and mix
of interest-bearing liabilities and interest-earning assets, BancFirst's and
AmQuest's interest rate spread could be expected to increase during times of
rising interest rates and, conversely, to decline during times of falling
interest rates.  Therefore, significant fluctuations in interest rates may have
an adverse effect on BancFirst's and AmQuest's results of operations.

     Economic Conditions and Geographic Concentration.  The operations of
BancFirst and AmQuest are located entirely within the State of Oklahoma.  As a
result of this geographic concentration, BancFirst's and AmQuest's results
depend largely upon economic conditions in the state.  A deterioration in
economic conditions in the State of Oklahoma could have a material adverse
impact on the quality of BancFirst's and AmQuest's loan portfolio and the demand
for their products and services and, accordingly, their respective results of
operations.  See "INFORMATION ABOUT BANCFIRST" and "INFORMATION ABOUT AMQUEST."

     Government Regulation and Monetary Policy.  The banking industry is subject
to extensive federal and state supervision and regulation.  Such regulation
limits the manner in which BancFirst, the Banks and AmQuest conduct their
respective businesses, undertake new investments and activities and obtain
financing.  This regulation is designed primarily for the protection of the
deposit insurance funds and consumers, and not to benefit holders of BancFirst's
or AmQuest's securities.  Financial institution regulation has been the subject
of significant legislation in recent years, and may be the subject of further
significant legislation in the future, none of which is in the control of
BancFirst or AmQuest.  Significant new laws or changes in, or repeals of,
existing laws may cause BancFirst's or AmQuest's results to differ materially.
Further, federal monetary policy, particularly as implemented through the
Federal Reserve System, significantly affects credit conditions for financial
institutions, primarily through open market operations in United States
government securities, the discount rate for bank borrowings and bank reserve
requirements.  Any material change in these conditions would be likely to have a
material impact on BancFirst's and AmQuest's respective results of operations.

     Competition.  The banking and financial services business is highly
competitive.  The increasingly competitive environment is a result primarily of
changes in regulation, changes in technology and product delivery systems and
the accelerating pace of consolidation among financial services providers.  The
Subsidiary Banks compete for loans, deposits and customers for financial
services with other commercial banks, savings and loan associations, securities
and brokerage companies, mortgage companies, insurance companies, finance
companies, money market funds, credit unions and other nonbank financial service
providers.  Many of these competitors are much larger in total assets and
capitalization, have greater access to capital markets and offer a broader array
of financial services than the Banks or AmQuest.  There can be no assurance
that, following the Subsidiary Bank Mergers, BancFirst Bank will be able to
compete effectively in its market, and the results of operations of BancFirst
Bank could be adversely affected if circumstances affecting the nature or level
of competition change.

     Credit Quality.  A significant source of risk for financial institutions
such as the Subsidiary Banks arises from the possibility that losses will be
sustained because borrowers, guarantors and related parties may fail to perform
in accordance with the terms of their loans.  BancFirst and AmQuest have adopted
underwriting and credit monitoring procedures and credit policies, including the
establishment and review of the allowance for credit losses, that each company's
respective management believes are appropriate to minimize this risk by
assessing the likelihood of nonperformance, tracking loan performance and
diversifying the respective credit portfolios.  Such policies and procedures,
however, may not prevent unexpected losses that could materially adversely
affect the respective companies' results of operations.

                                       20
<PAGE>
 
                         THE BANCFIRST SPECIAL MEETING
                                        

DATE, TIME AND PLACE

     This Proxy Statement/Prospectus is being furnished to stockholders of
BancFirst in connection with the solicitation of proxies by the BancFirst Board
for use at the BancFirst Special Meeting to be held at The Westin Hotel, One N.
Broadway, Oklahoma City, Oklahoma 73102 on September 24, 1998, at 9:00 a.m.,
local time, and at any adjournment or postponement thereof.

MATTERS TO BE CONSIDERED

     At the BancFirst Special Meeting, holders of BancFirst Common Stock will be
asked to consider and vote upon:  (i) the adoption and approval of the Merger
Agreement and the transactions contemplated thereby, including the Merger, and
(ii) a proposal to amend the Certificate of Incorporation of BancFirst to
increase from 7,500,000 to 15,000,000 the number of shares of BancFirst Common
Stock authorized to be issued by BancFirst, in order to have a sufficient number
of shares of BancFirst Common Stock to effect the Merger and for other corporate
purposes.

     The date on which this Proxy Statement/Prospectus is first being sent to
stockholders of BancFirst is August     , 1998.

RECORD DATE

     The BancFirst Board has fixed the close of business on July 31, 1998 as the
BancFirst Record Date for the determination of stockholders of BancFirst Common
Stock to receive notice of and to vote at the BancFirst Special Meeting.  On the
BancFirst Record Date there were              shares of BancFirst Common Stock
issued and outstanding.  Only holders of shares of BancFirst Common Stock of
record on the BancFirst Record Date are entitled to vote at the BancFirst
Special Meeting.  No shares of BancFirst Common Stock can be voted at the
BancFirst Special Meeting unless the record holder is present in person or
represented by proxy at the BancFirst Special Meeting.

VOTE REQUIRED

     The presence, in person or by proxy, of a majority of the issued and
outstanding shares of BancFirst Common Stock entitled to vote on the BancFirst
Record Date is necessary to constitute a quorum at the BancFirst Special
Meeting.  The approval of the Merger Agreement and the amendment of the
BancFirst Charter will each require the affirmative vote of the holders of at
least a majority of the shares of BancFirst Common Stock outstanding on the
BancFirst Record Date.  Each holder of BancFirst Common Stock is entitled to one
vote per share.  For purposes of determining whether a proposal has received a
majority vote, abstentions and broker non-votes will have the same effect as a
negative vote.

     THE APPROVAL OF THE MERGER AGREEMENT AND THE AMENDMENT OF THE BANCFIRST
CHARTER ARE EACH CONTINGENT UPON APPROVAL OF BOTH SUCH PROPOSALS BY THE
BANCFIRST STOCKHOLDERS.  UNLESS BOTH PROPOSALS ARE APPROVED, NEITHER WILL BE
EFFECTED BY BANCFIRST AND THE MERGER WILL NOT BE CONSUMMATED.  See "THE
MERGER-Conditions to the Merger; Amendment; Termination."

                                       21
<PAGE>
 
SECURITY OWNERSHIP OF MANAGEMENT

     As of the BancFirst Record Date, directors and executive officers of
BancFirst and their affiliates beneficially owned and were entitled to vote
shares of BancFirst Common Stock, which represented approximately         % of
the shares of BancFirst Common Stock outstanding on the BancFirst Record Date.
Each such director and executive officer has indicated his present intention to
vote, or cause to be voted, the BancFirst Common Stock so owned by him for
approval and adoption of the Merger Agreement and approval of the amendment of
the BancFirst Charter.  As of the BancFirst Record Date, the banking and trust
subsidiaries of BancFirst, as fiduciaries, custodians or agents, had sole or
shared voting power with respect to                        shares of BancFirst
Common Stock, which represented approximately      % of the shares of BancFirst
Common Stock outstanding on the BancFirst Record Date.  It is the practice of
these entities when holding shares as sole trustee or sole executor to vote said
shares but, where shares are held as co-executor or co-trustee, approval is
obtained from the co-fiduciary before voting.

     Additional information with respect to beneficial ownership of BancFirst
Common Stock by persons and entities owning more than 5% of such stock and more
detailed information with respect to beneficial ownership of BancFirst Common
Stock by directors and executive officers of BancFirst is incorporated by
reference to the 1997 Annual Report on Form 10-K of BancFirst.  See
"INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE."

VOTING AND REVOCATION OF PROXIES

     Proxies for use at the BancFirst Special Meeting accompany this Proxy
Statement/Prospectus.  A stockholder may use his or her proxy if he or she is
unable to attend the BancFirst Special Meeting in person or wishes to have his
or her shares voted by proxy even if he or she does attend the BancFirst Special
Meeting.  Shares of BancFirst Common Stock represented by a proxy properly
signed and returned to BancFirst at, or prior to, the BancFirst Special Meeting,
unless subsequently revoked, will be voted at the BancFirst Special Meeting in
accordance with instructions thereon.  If a proxy is properly signed and
returned and the manner of voting is not indicated on the proxy, any shares of
BancFirst Voting Stock represented by such proxy will be voted FOR the approval
of the Merger and the issuance of shares of BancFirst Common Stock pursuant to
the terms of the Merger Agreement and FOR the proposal to amend the BancFirst
Charter to increase the number of authorized shares of Common Stock.  Any proxy
given pursuant to this solicitation may be revoked by the grantor at any time
prior to the voting thereof on the matters to be considered at the BancFirst
Special Meeting by filing with the Secretary of BancFirst a written revocation
or a duly executed proxy bearing a later date.  All written notices of
revocation and other communications with respect to revocation of BancFirst
proxies should be addressed to BancFirst Corporation, 101 N. Broadway, Suite
200, Oklahoma City, Oklahoma 73102, Attention:  Corporate Secretary.  A holder
of BancFirst Common Stock who previously signed and returned a proxy and who
elects to attend the BancFirst Special Meeting and vote in person may withdraw
his or her proxy at any time before it is exercised by giving notice of such
revocation to the Secretary of BancFirst at the BancFirst Special Meeting and
voting in person by ballot at the BancFirst Special Meeting; however, attendance
at the BancFirst Special Meeting will not in and of itself constitute a
revocation of the proxy.

     The BancFirst Board is not aware of any other matters that may be presented
for action at the BancFirst Special Meeting, but if other matters do properly
come before the meeting it is intended that the shares represented by the
accompanying proxy will be voted by the persons named in the proxy in accordance
with the recommendation of the BancFirst Board.

     BancFirst intends to count shares of BancFirst Common Stock present in
person at the BancFirst Special Meeting but not voting, and shares of BancFirst
Common Stock for which it has received proxies but with respect to which holders
of shares have abstained, as present at the BancFirst Special Meeting for
purposes of determining the presence or absence of a quorum for the transaction
of business.  In addition, brokers who hold shares in street name for customers
who are the beneficial owners of such shares are prohibited from giving a proxy
to vote shares held for such customers with respect to the matters to be
considered and voted upon at the BancFirst Special Meeting without specific
instructions from such customers.  Since the affirmative vote of the holders of
at least a majority of the shares of BancFirst Common Stock outstanding on the
BancFirst Record Date is required to approve the Merger 

                                       22
<PAGE>
 
Agreement and the amendment of the BancFirst Charter, abstentions and broker 
non-votes will have the effect of a vote against the proposals.

SOLICITATION OF PROXIES

     In addition to solicitation of proxies from stockholders of BancFirst
Common Stock by use of the mail, proxies also may be solicited by personal
interview, telephone or other electronic means by directors, officers and
employees of BancFirst, who will not be specifically compensated for such
services, and it is expected that banks, brokerage houses and other
institutions, nominees or fiduciaries will be requested to forward the
soliciting materials to their principals and obtain authorization for the
execution of proxies.  All costs of soliciting proxies, assembling and mailing
the Proxy Statement/Prospectus and all papers which now accompany or hereafter
may supplement the same, as well as reasonable out-of-pocket expenses incurred
by the above-mentioned banks, brokerage houses and other institutions, nominees
or fiduciaries for forwarding proxy materials to and obtaining proxies from
their principals will be borne by BancFirst.

                          THE AMQUEST SPECIAL MEETING

DATE, TIME AND PLACE

     This Proxy Statement/Prospectus is being furnished to stockholders of
AmQuest in connection with the solicitation of proxies by the AmQuest Board for
use at the AmQuest Special Meeting to be held at the offices of AmQuest Bank,
N.A., 2/nd/ Floor, 16 S. 9/th/ Street, Duncan, Oklahoma 73533, commencing at
1:30 p.m., local time, and at any adjournment or postponement thereof.

MATTERS TO BE CONSIDERED

     At the AmQuest Special Meeting, the holders of AmQuest Common Stock will
vote on a proposal to approve and adopt the Merger Agreement.

     The date on which this Proxy Statement/Prospectus is first being sent to
stockholders of AmQuest is August      , 1998.

RECORD DATE

     The AmQuest Board has fixed the close of business on August 15, 1998 as the
AmQuest Record Date for the determination of stockholders of AmQuest Common
Stock to receive notice of and to vote at the AmQuest Special Meeting.  On the
AmQuest Record Date there were              shares of AmQuest Common Stock
issued and outstanding.  Only holders of shares of AmQuest Common Stock of
record on the AmQuest Record Date are entitled to vote at the AmQuest Special
Meeting.  No shares of AmQuest Common Stock can be voted at the AmQuest Special
Meeting unless the record holder is present in person or represented by proxy at
the AmQuest Special Meeting.

VOTE REQUIRED

     The presence, in person or by proxy, of a majority of the issued and
outstanding shares of AmQuest Common Stock entitled to vote on the AmQuest
Record Date is necessary to constitute a quorum at the AmQuest Special Meeting.
Approval of the Merger Agreement will require the affirmative vote of the
holders of at least a majority of the shares of AmQuest Common Stock outstanding
on the AmQuest Record Date.  Each holder of AmQuest Common Stock is entitled to
one vote per share.  For purposes of determining whether a proposal has received
a majority vote, abstentions and broker non-votes will have the same effect as a
negative vote.

                                       23
<PAGE>
 
SECURITY OWNERSHIP OF MANAGEMENT

     As of the AmQuest Record Date, directors and executive officers of AmQuest
and their affiliates beneficially owned and were entitled to vote
shares of AmQuest Common Stock, which represented approximately         % of the
shares of AmQuest Common Stock outstanding on the AmQuest Record Date.  Each
such director and executive officer has indicated his present intention to vote,
or cause to be voted, the AmQuest Common Stock so owned by him for approval and
adoption of the Merger Agreement.  As of the AmQuest Record Date, the banking
and trust subsidiaries of AmQuest, as fiduciaries, custodians or agents, had
sole or shared voting power with respect to            shares of AmQuest Common
Stock, which represented             % of the shares of AmQuest Common Stock
outstanding on the AmQuest Record Date.  It is the practice of these entities
when holding shares as sole trustee or sole executor to vote said shares but,
where shares are held as co-executor or co-trustee, approval is obtained from
the co-fiduciary before voting.

     Additional information with respect to beneficial ownership of AmQuest
Common Stock by persons and entities owning more than 5% of such stock and more
detailed information with respect to beneficial ownership of AmQuest Common
Stock by directors and executive officers of AmQuest set forth elsewhere in this
Proxy Statement/Prospectus under the heading "INFORMATION ABOUT AMQUEST-
Ownership of BancFirst Common Stock."

VOTING AND REVOCATION OF PROXIES

     The form of proxy for use at the AmQuest Special Meeting accompanies this
Proxy Statement/Prospectus.  A stockholder may use a proxy whether or not he or
she intends to attend the AmQuest Special Meeting in person.  The proxy may be
revoked in writing by the person giving it at any time before it is exercised by
notice to the Secretary of AmQuest, by executing and submitting a later dated
proxy or by attending and voting in person at the AmQuest Special Meeting.  All
proxies validly submitted and not revoked will be voted in the manner specified
therein.  IF NO SPECIFICATION IS MADE, THE PROXIES WILL BE VOTED IN FAVOR OF
APPROVAL OF THE MERGER AGREEMENT.  The AmQuest Board is not aware of any other
matters that may be presented for action at the AmQuest Special Meeting, but if
other matters do properly come before the meeting it is intended that the shares
represented by the accompanying proxy will be voted by the persons named in the
proxy in accordance with the recommendation of the AmQuest Board.

SOLICITATION OF PROXIES

    Solicitation of proxies will be made in person, by mail or by telephone or
telegraph by present directors, officers and employees of AmQuest for which no
additional compensation will be paid.  AmQuest will bear the cost of
solicitation of proxies from its stockholders and may reimburse brokers and
other for their expenses in forwarding solicitation material to beneficial
owners of its voting stock.

                                       24
<PAGE>
 
                                   THE MERGER
                                        
General

     The Boards of Directors of BancFirst and AmQuest have approved the Merger
Agreement, which provides for the Merger at the Effective Time, with BancFirst
as the surviving corporation.  This section of the Proxy Statement/Prospectus
describes certain aspects of the proposed Merger, including the principal terms
of the Merger Agreement.  A copy of the Merger Agreement is attached to this
Proxy Statement/Prospectus as Appendix A and is incorporated herein by
reference.  The description set forth below of the terms of the Merger Agreement
is qualified in its entirety by reference thereto.  All stockholders of
BancFirst and AmQuest are urged to read the Merger Agreement in its entirety.

BACKGROUND OF THE MERGER

     The terms of the Merger Agreement are the result of arms-length
negotiations between representatives of BancFirst and AmQuest.  BancFirst, while
the largest state-chartered financial institution in the State of Oklahoma, does
not have a significant presence in the southwestern part of the state; AmQuest,
on the other hand, has a very strong presence in Ardmore, Lawton and Duncan,
located in south and southwestern Oklahoma.  BancFirst's interest in pursuing an
affiliation with AmQuest was motivated, among other things, by the desirability
to BancFirst of the AmQuest Banks' locations, as well as the similarity in
philosophies of the two institutions.  The Boards of Directors of BancFirst and
AmQuest believe that the terms of the Merger and the Merger Agreement are in the
best interests of their respective stockholders.

     In December 1997, various members of the McCasland and Maurer families,
which families collectively beneficially own approximately 80% of the
outstanding AmQuest Common Stock, determined that a sale to, or business
combination with, a larger financial institution should be considered and
requested that the AmQuest Board evaluate these possibilities.  The AmQuest
Board authorized Tom H. McCasland, Jr., the Chairman of the Board, and John
Hugon, the Vice Chairman of the Board (the "Board Representatives") to engage an
experienced financial advisor and legal counsel to assist with this process.
Based on their recommendations, the AmQuest Board subsequently approved the
employment of Howe Barnes Investments, Inc. ("Howe Barnes") as financial advisor
and Crowe & Dunlevy, A Professional Corporation ("Crowe & Dunlevy"), as legal
counsel to assist the Board.

     On February 18, 1998, the AmQuest Board met with representatives of Howe
Barnes and Crowe & Dunlevy.  Howe Barnes reviewed the current market for
commercial bank sale transactions, the valuation and sale process and the
possible price range which AmQuest might receive in a sale transaction and
identified a list of institutions which might be potential buyers.  Crowe &
Dunlevy reviewed the fiduciary responsibilities of the Board.  At such meeting,
the Board reviewed the list of potential buyers and authorized Howe Barnes to
approach nine specific institutions to determine their interest in a possible
business combination transaction.  From March 10, 1998 to March 23, 1998, Howe
Barnes provided a confidential information memorandum describing AmQuest and its
business to the potential buyers and requested that they make a preliminary
proposal to AmQuest concerning a possible business combination.

     On March 31, 1998, the AmQuest Board met with representatives of Howe
Barnes and Crowe & Dunlevy to receive a report on the preliminary proposals
received.  Howe Barnes advised the AmQuest Board that serious proposals had been
received by four financial institutions, including BancFirst.  The Board
evaluated, with the assistance of Howe Barnes and Crowe & Dunlevy, the relative
advantages and disadvantages of each proposal.  After a thorough review, the
AmQuest Board authorized Howe Barnes and the Board Representatives, with the
assistance of Crowe & Dunlevy, to negotiate exclusively with BancFirst to
determine whether a definitive agreement could be reached.

     On April 3, 1998, AmQuest and BancFirst signed a letter of intent providing
for the Merger and providing for a period of 30 days for BancFirst to conduct
due diligence and for the parties to negotiate a definitive agreement.  During
April, 1998, BancFirst conducted reviews of AmQuest's business and
representatives of BancFirst and AmQuest negotiated the terms of a definitive
agreement.  During such period, representatives of Howe Barnes also conducted
due diligence with respect to BancFirst.

                                       25
<PAGE>
 
     On May 6, 1998, the AmQuest Board met to receive a report on the status of
the negotiations, a summary of the terms of the proposed merger agreement and
the preliminary opinion of Howe Barnes concerning the fairness of the
transaction.  Howe Barnes made a presentation to the AmQuest Board summarizing
the proposed transaction with BancFirst, the current bank merger and acquisition
environment and the results of various financial analyses it had prepared in
connection with the proposed transaction.  Howe Barnes reported its preliminary
view that, subject to the assumptions made, matters considered and limitations
on the review undertaken, the Merger Consideration was fair from a financial
point of view to the holders of shares of AmQuest Common Stock.  Representatives
of Crowe & Dunlevy reviewed the fiduciary obligations of directors in
considering the proposed transaction and reviewed and summarized the terms of
the proposed Merger Agreement that had been negotiated with BancFirst.
Following extensive discussion, the AmQuest Board concluded that the Merger
Agreement was in the best interest of AmQuest and its stockholders, and, by
unanimous vote, the AmQuest Board approved the Merger and directed that the
Board Representatives be authorized to execute the Merger Agreement and that the
Merger Agreement be submitted to a vote of the stockholders of AmQuest.

     On May 6, 1998, AmQuest and BancFirst executed the Merger Agreement and
Howe Barnes delivered its written fairness opinion.  On May 7, 1998, the parties
issued a press release announcing the proposed Merger.

AMQUEST REASONS FOR THE MERGER; RECOMMENDATION OF AMQUEST BOARD

     In reaching its decision to recommend approval of the Merger, the AmQuest
Board considered a variety of factors.  Among other factors, the AmQuest Board
considered:

     (i)    The financial terms of the Merger, including the Exchange Ratio, and
            the value of the consideration to be received by AmQuest
            stockholders resulting from the Exchange Ratio in relation to
            AmQuest's book value and earnings and compared to consideration paid
            in comparable sale transactions and the consideration offered by
            other bidders.

     (ii)   The business and financial condition of BancFirst, the nature of its
            franchise, its historic profitability, its business and operating
            philosophy, its business mix and its stock price performance.

     (iii)  The liquidity available to stockholders of AmQuest resulting from
            receiving publicly traded shares of BancFirst.

     (iv)   The treatment of a Merger as a tax free exchange of AmQuest Common
            Stock for BancFirst Common Stock for federal income tax purposes.

     (v)    The opinion of Howe Barnes, based upon the procedures and subject to
            the assumptions made, matters considered and limitations set forth
            in its opinion, as to the fairness, from a financial point of view,
            of the Merger Consideration to the holders of AmQuest Common Stock.

     (vi)   The prior experience of BancFirst in implementing and closing bank
            acquisitions and the likelihood that the required regulatory
            approvals could be obtained to consummate the Merger.

     (vii)  The likelihood that the Merger with BancFirst would make AmQuest a
            stronger entity, better able to serve the convenience and needs of
            its community and customers as a result of being affiliated with a
            substantially larger banking institution, thereby affording access
            to greater financial and managerial resources and a broader array of
            potential products, services and technologies.

     (viii) The diversification of investment risk available to holders of
            AmQuest Common Stock who would own shares in a larger financial
            institution.

     The foregoing discussion of the information and factors considered by the
AmQuest Board is not intended to be exhaustive but is believed to include the
material factors considered by the AmQuest Board in reaching its 

                                       26
<PAGE>
 
determination to approve and recommend the Merger. The AmQuest Board did not
assign any relative or specific weights to the foregoing factors, and the
individual directors may have given differing weights to different factors.

FOR THE REASONS SET FORTH ABOVE, THE BOARD OF DIRECTORS OF AMQUEST UNANIMOUSLY
RECOMMENDS THAT THE AMQUEST STOCKHOLDERS VOTE "FOR" THE MERGER AGREEMENT.

OPINION OF AMQUEST'S FINANCIAL ADVISOR

     At the meeting of the AmQuest Board on May 6, 1998, at which the terms of
the proposed Merger were discussed and considered, Howe Barnes rendered an
opinion to the AmQuest Board that, as of the date of such opinion and based upon
the matters set forth in such opinion, the Merger Consideration was fair, from a
financial point of view, to the holders of AmQuest Common Stock.

     THE FULL TEXT OF HOWE BARNES' OPINION, WHICH SETS FORTH ASSUMPTIONS MADE,
PROCEDURES FOLLOWED, MATTERS CONSIDERED, AND LIMITS ON THE REVIEW UNDERTAKEN BY
HOWE BARNES, IS ATTACHED AS APPENDIX B AND IS INCORPORATED HEREIN BY REFERENCE.
THE DESCRIPTION OF THE HOWE BARNES OPINION SET FORTH IN THIS PROXY
STATEMENT/PROSPECTUS IS QUALIFIED IN ITS ENTIRELY BY REFERENCE TO THE FULL TEXT
OF SUCH OPINION.  AMQUEST STOCKHOLDERS ARE URGED TO READ THE HOWE BARNES OPINION
IN ITS ENTIRETY.

     Howe Barnes' opinion as expressed herein is limited to the fairness, from a
financial point of view, of the Merger Consideration to the holders of AmQuest
Common Stock and does not address AmQuest's underlying business decision to
proceed with the Merger, nor does it express an opinion as to the prices at
which shares of BancFirst Common Stock issued in the Merger may trade if and
when they are issued or at any future time.  The opinion is directed to the
Merger Consideration in the Merger and does not constitute a recommendation to
any holder of AmQuest Common Stock as to how such holder should vote with
respect to the Merger Agreement at any meeting of holders of AmQuest Common
Stock.

     Howe Barnes, as part of its investment banking business, is regularly
engaged in the valuation of banks and bank holding companies, thrifts and thrift
holding companies, and various other financial services companies, in connection
with mergers and acquisitions, initial and secondary offerings of securities,
and valuations for other purposes.

     For purposes of its opinion dated May 6, 1998 and in connection with its
review of the proposed transaction with BancFirst, Howe Barnes, among other
things: (i) participated in discussions with representatives of AmQuest
concerning AmQuest's financial condition, businesses, assets, earnings,
prospects, and such representative's views as to AmQuest's future financial
performance; (ii) reviewed the terms of the Merger Agreement; (iii) reviewed
certain publicly available financial statements, both audited (where available)
and unaudited, and related financial information of AmQuest and BancFirst,
including those included in their respective Annual Reports or Form 10-K for the
past three years ended and the respective Quarterly Reports or Form 10-Q for the
periods ended September 30, 1997, June 30, 1997, and March 31, 1997, as well as
other internally generated reports relating to asset/liability management, asset
quality, and so forth; (iv) reviewed certain financial forecasts and projections
of AmQuest prepared by its management and reviewed publicly available
information, earnings estimates, and research reports available for BancFirst;
(v) discussed and reviewed certain aspects of the past and current business
operations, financial condition, and future prospects of AmQuest with certain
members of management; (vi) reviewed reported market prices and historical
trading activity of BancFirst Common Stock; (vii) reviewed certain aspects of
the financial performance of AmQuest and BancFirst and compared such financial
performance of AmQuest and BancFirst, together with stock market data relating
to BancFirst Common Stock, with similar data available for certain other
financial institutions and certain of their publicly traded securities; and
(viii) reviewed certain of the financial terms, to the extent publicly
available, of certain recent business combinations involving other financial
institutions.

     In conducting its review and rendering its opinion dated the date hereof,
Howe Barnes assumed and relied, without independent verification, upon the
accuracy and completeness of all of the financial and other information that has
been provided to Howe Barnes by AmQuest, BancFirst, and their respective
representatives, and of the publicly available information that was reviewed by
Howe Barnes.  Howe Barnes is not an expert in the evaluation 

                                       27
<PAGE>
 
of allowances of loan losses and has not independently verified such allowances,
and has relied on and assumed that the aggregate allowance for loan losses set
forth in the balance sheets of each of AmQuest and BancFirst at December 31,
1997, are adequate to cover such losses and complied fully with applicable law,
regulatory policy, and sound banking practice as of the date of such financial
statements. Howe Barnes was not retained to and did not conduct a physical
inspection of any of the properties or facilities or prospects of AmQuest or
BancFirst, and was not furnished with any such evaluation or appraisal. Howe
Barnes' opinion is necessarily based on economic, market, and other conditions
as in effect on, and the information made available to us as of, the date
hereof.

     The following is a brief summary of the analyses presented by Howe Barnes
to the AmQuest Board in connection with Howe Barnes' written opinion.

     Stock Trading History.  Howe Barnes examined the history of trading prices
and volume of BancFirst Common Stock and the relationship between the movements
of such trading prices to movements of the Standard & Poor's 500 Index, other
financial indices, and of the trading prices of the common stocks of the
companies in the BancFirst Peer Group (consisting of Alabama National
BanCorporation, BancorpSouth, Inc., Capital City Bank Group, Inc., Carolina
First Corporation, Century South Banks, Inc., City Holding Company, F & M
National Corporation, First Financial Bankshares, Inc., First United Bancshares,
Inc., Hamilton Bancorp Inc., Hancock Holding Company, Horizon Bancorp, Inc.,
International Bancshares Corporation, MainStreet BankGroup Incorporated,
National Commerce Bancorporation, Republic Bancshares, Inc., Republic Banking
Corporation of Florida, Republic Security Financial Corporation, Simmons First
National Corporation, Southwest Bancorporation of Texas, Inc., Sterling
Bancshares, Inc., Texas Regional Bancshares, Inc., Triangle Bancorp, Inc.,
United Bankshares, Inc., WesBanco, Inc., and Whitney Holding Corporation), all
of which are publicly-traded bank holding companies located in the Southeast,
South and Southwest United States with total assets between $1.0 billion and
$5.0 billion.  The companies in the BancFirst Peer Group are similar in size to
BancFirst, and operate in an economic, geographic, and demographic environment
that Howe Barnes deemed to be similar to the environment in which BancFirst
operates.  Comparative financial statistics were reviewed and particular
attention was given to the one-year period leading up to the date of the
fairness opinion.  AmQuest Common Stock is not quoted on an organized exchange
and no active trading market has developed for the Common Stock of AmQuest.

     Comparable Company Analysis.  Howe Barnes calculated, reviewed, and
compared selected publicly-available financial data and ratios (at or for the
twelve months ended March 31, 1998) and trading multiples (as of May 5, 1998)
for BancFirst to the corresponding ratios and multiples of the BancFirst Peer
Group.  The trading multiples used in comparing BancFirst to the BancFirst Peer
Group were market price as a multiple of: (i) book value (which was 2.26x for
BancFirst as compared to a mean of 2.89x for the BancFirst Peer Group); (ii)
tangible book value (which was 2.84x for  BancFirst as compared to a mean of
3.26x for the BancFirst Peer Group); (iii) earnings per share ("EPS") for the
twelve months ended March 31, 1998 (which was 17.9x for BancFirst compared to a
mean of 22.2x for the BancFirst Peer Group); (iv) 1998 estimated EPS (which was
18.0x for BancFirst compared to a mean of 19.6x for the BancFirst Peer Group);
and (v) 1999 estimated EPS (which was 15.8x for BancFirst compared to a mean
17.3x for the BancFirst Peer Group).  Howe Barnes used earnings estimates as
published by the Institutional Brokers Estimate System ("IBES"), where
available, for the companies comprising the BancFirst Peer Group.  IBES is a
data service which monitors and publishes a compilation of earnings estimates
produced by selected research analysts on companies of interest to investors.
Where IBES estimates were not available, Howe Barnes used consensus earnings
estimates from alternative publicly-recognized earnings estimate services.

     Since AmQuest Common Stock does not trade on any organized exchange and an
active market for AmQuest Common Stock has not developed, the usefulness of
comparing trading multiples of AmQuest to a comparable company peer group is
diminished.

     Comparable Transaction Analysis.  As part of its analyses, Howe Barnes
reviewed 21 completed or pending comparable mergers and acquisitions of
commercial banks and bank holding companies headquartered throughout the United
States announced from May 1, 1997, to April 13, 1998, in which total assets of
the acquired company were in the approximate range of $400 million to $800
million ("Comparable Transactions").  For each transaction for which data was
available, Howe Barnes calculated the multiple of the offer value to the
acquired 

                                       28
<PAGE>
 
company's: (i) EPS for the twelve months preceding ("LTM"); (ii) book value per
share; and (iii) premium to core deposits.

     The calculations for the Comparable Transactions yielded a range of
multiples of offer value to LTM of 16.6x to 33.5x, with a mean of 23.0x and a
median of 21.9x; a range of multiples of offer value to book value of 1.62x to
3.98x, with a mean of 2.73x and a median of 2.71x; a range of multiples of offer
value to tangible book value of 1.92x to 4.84x, with a mean of 2.94x and a
median of 2.83x; and a range of percentages of offer value premium to core
deposits of 11.4% to 50.3%, with a mean of 23.6% and a median of 22.4%.

     Howe Barnes compared these multiples with the corresponding multiples for
the Merger, valuing the Merger Consideration at $118.0 million or $37.32 per
share based on the market price of BancFirst Common Stock on May 5, 1998.  In
calculating the multiples for the Merger, Howe Barnes used AmQuest's EPS for the
twelve months ended March 31, 1998, and book value per share and core deposits
as of March 31, 1998.  Howe Barnes calculated that the Merger Consideration
represented multiples of 26.2 of AmQuest's LTM, 2.25x its book value per share,
2.66x its tangible book value per share, and a core deposit premium of 16.2%.

     No company or transaction used in the above analyses as a comparison is
identical to AmQuest, BancFirst, or the Merger.  Accordingly, an analysis of the
results of the foregoing is not mathematical; rather, it involves complex
considerations and judgments concerning differences in financial operating
characteristics, including, among other things, differences in revenue
composition and earnings performance among the companies, and other facts that
could affect the public trading value of the companies to which they are being
compared.

     Discounted Cash Flow Analysis.  Using a discounted cash flow analysis, Howe
Barnes estimated the future dividend streams that AmQuest could produce over the
period from January 1, 1998, through December 31, 2002, assuming annual asset
growth rates ranges between 5.0% and 7.0%; and further assumed AmQuest performed
in accordance with recent historical trends (after adjusting for one-time gains
and losses) and the future outlook of AmQuest management.  Howe Barnes
calculated terminal values as a perpetuity with asset growth rates ranging from
3.0% to 5.0%.  The dividend streams and terminal value were discounted to
present values as of December 31, 1997, using discount rates ranging from 12.0%
to 14.0%, which reflects different assumptions regarding the required rates of
return to holders and prospective buyers of AmQuest Common Stock.  Howe Barnes
estimated a range of terminal values by applying multiples ranging from 18 times
to 22 times estimated year-end 2002 net income.  The range of terminal multiples
was chosen based on past and current trading multiples of institutions similar
to AmQuest and past and current multiples of comparable merger and acquisition
transactions.  The range of present values of AmQuest resulting from this
analysis was $76.3 million to $99.3 million, or $24.14 to $31.42 per share.

     The foregoing is a summary of the material financial analyses performed by
Howe Barnes and presented to the AmQuest Board, but does not purport to be a
complete description of the analyses performed by Howe Barnes.  The preparation
of a fairness opinion is a complex process and is not necessarily susceptible to
partial analysis or summary description.  Furthermore, in arriving at its
opinion, Howe Barnes did not attribute any particular weight to any analysis or
factor considered by it, but rather made qualitative judgments as to the
significance and relevance of each analysis and factor.  Selecting portions of
the analyses or of the summary set forth above, without considering the analyses
as a whole, could create an incomplete view of the processes underlying Howe
Barnes' opinion.  The ranges of valuations resulting from any particular
analysis described above should not be taken to be Howe Barnes' view of the
actual value of AmQuest, or the current or future trading price for BancFirst
Common Stock.

     In performing its analyses, Howe Barnes made numerous assumptions with
respect to industry performance, business and economic conditions and other
matters, many of which are beyond the control of AmQuest and BancFirst.  The
analyses performed by Howe Barnes are not necessarily indicative of actual
values of future results, which may be significantly more or less favorable than
suggested by such analyses.  Such analyses were prepared solely as part of Howe
Barnes' analysis of the fairness of the Merger Consideration, from a financial
point of view, to the holders of AmQuest Common Stock.  The analyses do not
purport to be appraisals or to reflect the prices at which a company or its
securities may actually be bought or sold.

     Pursuant to the terms of a letter agreement dated January 27, 1998, AmQuest
agreed to pay Howe Barnes for its services in connection with the Merger,
including the rendering of its opinion.  AmQuest has paid Howe Barnes an up-
front fee of $50,000 and a second fee of $150,000 for its Board of Directors
presentation and written 

                                       29
<PAGE>
 
opinion rendered May 6, 1998. Pursuant to its engagement of Howe Barnes, AmQuest
agreed to pay Howe Barnes a transaction fee, calculated as a percentage of the
aggregate value of the Merger Consideration as of the time of consummation,
estimated to be approximately $775,000 (less the $200,000 in up-front and
fairness opinion fees), payable on the Closing Date, for advisory services
rendered in connection with reaching the Merger Agreement. In addition, AmQuest
agreed to indemnify Howe Barnes and certain related parties against certain
liabilities arising out of its engagement, including liabilities under the
federal securities laws.

BANCFIRST REASONS FOR THE MERGER; RECOMMENDATION OF BANCFIRST BOARD

     In reaching its determination to approve the Merger, the BancFirst Board
considered various factors, including the following:

     (i)    The consistency of the Merger with BancFirst strategy for enhancing
            long-term stockholder value through external expansion. Relevant
            considerations included (a) the location of AmQuest's banking
            locations; (b) the market share of AmQuest in southwestern Oklahoma
            and its position as one of the top ten banking institutions in the
            state of Oklahoma; (c) the fact that the Merger would result in a
            BancFirst franchise having a number one market share in three
            Oklahoma counties (Carter, Comanche and Stephens); (d) increased
            revenue opportunities from the sale of BancFirst products and
            services to AmQuest customers; (e) opportunities to leverage
            capacity in technological advances over a larger customer base.

     (ii)   Certain financial information about the Merger, BancFirst and
            AmQuest. This information included, but was not limited to,
            information with regard to valuation analyses, pro forma analyses,
            comparative financial data, efficiencies and cost savings
            opportunities, and comparable merger and acquisition transactions as
            presented by BancFirst senior management.

     (iii)  Certain terms and other aspects of the Merger, including information
            about the terms of the Merger Agreement, the tax-free status of the
            transaction to BancFirst, the ability of BancFirst to account for
            the transaction as a pooling of interests, and the likelihood of all
            required regulatory approvals being obtained in order to consummate
            the Merger.

     The foregoing discussion of the information and factors considered by the
BancFirst Board is not intended to be exhaustive but is believed to encompass
all material factors considered by BancFirst Board in reaching its determination
to approve the Merger and recommend that BancFirst stockholders vote to approve
the issuance of shares of BancFirst Common Stock to stockholders of AmQuest
pursuant to the Merger Agreement.  In reaching its determination, the BancFirst
Board did not assign any relative or specific weights to the factors considered,
and individual directors may have given differing weights to different factors.

FOR THE REASONS SET FORTH ABOVE, THE BOARD OF DIRECTORS OF BANCFIRST UNANIMOUSLY
RECOMMENDS THAT THE BANCFIRST STOCKHOLDERS VOTE "FOR" THE MERGER AGREEMENT.

STRUCTURE OF THE MERGER

     Subject to the terms and conditions of the Merger Agreement and in
accordance with the OGCA, at the Effective Time, AmQuest will merge with and
into BancFirst.  BancFirst will be the surviving corporation in the Merger, and
will continue its corporate existence under Oklahoma law.  At the Effective
Time, the separate corporate existence of AmQuest will terminate.  The BancFirst
Charter, as in effect immediately prior to the Effective Time (and as amended
and restated as described herein), will be the Certificate of Incorporation of
the surviving corporation, and the By-laws of BancFirst, as in effect
immediately prior to the Effective Time, will be the By-laws of the surviving
corporation.

                                       30
<PAGE>
 
MERGER CONSIDERATION

     Upon consummation of the Merger, except as described below, each
outstanding share of AmQuest Common Stock, other than shares held in AmQuest's
treasury, will be automatically converted (except that cash will be paid in lieu
of fractional shares as described under "Conversion of Shares; Procedures for
Exchange of Certificates; Fractional Shares" below) into .7917 fully paid and
nonassessable shares of BancFirst Common Stock.  Any shares of AmQuest Common
Stock owned immediately prior to the Effective Time by AmQuest will be
cancelled.

     The Exchange Ratio is subject to possible adjustment if, as of the close of
the month immediately preceding the Effective Time, and at the Effective Time,
AmQuest does not have a minimum stockholders' equity determined in accordance
with generally accepted accounting principles as shown on the following table
("Minimum Stockholders' Equity"):
<TABLE>
<CAPTION>
 
<S>                        <C>
     August 31, 1998       $54,160,882
     September 30, 1998    $54,650,741
     October 31, 1998      $55,140,600
     November 30, 1998     $55,630,459
</TABLE>

     The above amounts are exclusive of:

     (i)   any increase in stockholders' equity as a result of exercise of stock
           options;

     (ii)  additional compensation, if any, offered by BancFirst prior to the
           Effective Time to employees of AmQuest in order to induce them to
           remain with BancFirst subsequent to the Effective Time;

     (iii) any other expenses or adjustments otherwise mutually agreed by the
           parties, including expenses relating to premises;

     (iv)  the change in unrealized gains or losses subsequent to March 31,
           1998, with respect to available for sale securities or any realized
           gains on sales of securities. Realized losses on sales of securities
           shall be excluded for transactions approved by BancFirst; and

     (v)   any loss not exceeding $150,000 incurred by AmQuest in the sale of
           its Cache, Oklahoma, branch.

     In the event that the Minimum Stockholders' Equity is below the specified
amount on the respective date, the total number of BancFirst shares to be issued
of 2,625,000 shall be reduced by an amount equal to the deficiency divided by
$40, and the Exchange Ratio shall be adjusted accordingly.  Additionally,
AmQuest has the right to terminate the Merger Agreement in the event that the
stockholders' equity of AmQuest as of the end of the month immediately preceding
the Effective Time is lower than the specified Minimum Stockholders' Equity for
such date by an amount in excess of 10% of such figure.  See "-Conditions to the
Merger; Amendment; Termination."

     AmQuest's obligation to consummate the Merger is not conditioned upon
BancFirst Common Stock continuing to trade at any specified minimum price during
any period prior to the Effective Time.  Because the Exchange Ratio is fixed and
because the market price of BancFirst Common Stock is subject to fluctuation,
the value of the shares of BancFirst Common Stock that holders of AmQuest Common
Stock will receive in the Merger may increase or decrease prior to and following
the Merger.

EFFECTIVE TIME

     The Effective Time will be the time of the filing of a Certificate of
Merger with the Secretary of State of the State of Oklahoma or such later time
as is specified in such Certificate of Merger.  The filing of the Certificate of
Merger will occur on a date not later than 30 days following the latter of (i)
receipt of all approvals of the Federal 

                                       31
<PAGE>
 
Reserve Board and the expiration of any required waiting periods with respect
thereto; (ii) approval of the Merger by the stockholders of AmQuest; and (iii)
approval of the Merger by the stockholders of BancFirst; provided, however, the
Effective Time may be such other day as agreed to by BancFirst and AmQuest. The
Merger Agreement provides that each of BancFirst and AmQuest shall use their
best efforts to cause the Effective Time to occur on or before September 30,
1998. The Merger Agreement may be terminated by either party if, among other
reasons, the Merger shall not have been consummated on or before November 30,
1998. See "-Conditions to the Merger; Amendment; Termination."

CONVERSION OF SHARES; PROCEDURES FOR EXCHANGE OF CERTIFICATES; FRACTIONAL SHARES

     The conversion of AmQuest Common Stock into BancFirst Common Stock will
occur automatically at the Effective Time.

     As soon as practicable after the Effective Time, BancTrust, a division of
BancFirst, as Exchange Agent for BancFirst, will send a transmittal form to each
former AmQuest stockholder.  The transmittal form will contain instructions with
respect to the surrender of certificates previously representing AmQuest Common
Stock to be exchanged for BancFirst Common Stock.

     AMQUEST STOCKHOLDERS SHOULD NOT FORWARD AMQUEST STOCK CERTIFICATES TO THE
EXCHANGE AGENT UNTIL THEY HAVE RECEIVED TRANSMITTAL FORMS.  AMQUEST STOCKHOLDERS
SHOULD NOT RETURN STOCK CERTIFICATES WITH THE ENCLOSED PROXY.

     After the Effective Time, each certificate that previously represented
shares of AmQuest Common Stock will represent only the BancFirst Stock into
which such shares were converted in the Merger and the right to receive cash in
lieu of fractional shares of BancFirst Common Stock as described below.

     Holders of certificates previously representing AmQuest Common Stock will
not be paid dividends or distributions declared or made after the Effective Time
on the BancFirst Common Stock into which such shares have been converted, and
will not be paid cash in lieu of fractional shares of BancFirst Common Stock,
until such certificates are surrendered to the Exchange Agent for exchange.
When such certificates are surrendered, any unpaid dividends and any cash in
lieu of fractional shares of BancFirst Common Stock payable as described below
will be paid without interest.

     Former holders of record immediately prior to the Effective Time of shares
of AmQuest Common Stock will be entitled, at and after the Effective Time, to
vote the number of shares of BancFirst Common Stock into which their shares of
AmQuest Common Stock were converted in the Merger, regardless of whether the
certificates formerly representing such shares of AmQuest Common Stock shall
have been surrendered in exchange for certificates evidencing BancFirst Common
Stock.

     All shares of BancFirst Common Stock issued upon conversion of shares of
AmQuest Common Stock (including any cash issued in lieu of any fractional shares
of BancFirst Common Stock), shall be deemed to have been issued in full
satisfaction of all rights pertaining to such shares of AmQuest Common Stock.

     No fractional shares of BancFirst Common Stock will be issued to any
AmQuest stockholder upon surrender of certificates previously representing
AmQuest Common Stock.  For each fractional share that would otherwise be issued,
the holder thereof will be paid an amount of cash, without interest, by
BancFirst on the basis of the average of the closing prices of BancFirst Common
Stock as reported in The Wall Street Journal for each of the days included in
the "Valuation Period," defined in the Merger Agreement to mean the ten
consecutive Nasdaq trading days ending on the sixth Nasdaq trading day
immediately prior to the proposed Effective Time.

REPRESENTATIONS AND WARRANTIES

     The Merger Agreement contains customary mutual representations and
warranties relating to, among other things, (a) corporate organization and
similar corporate matters; (b) the capital structures of each of BancFirst and
AmQuest; (c) authorization, execution, delivery, performance and enforceability
of the Merger Agreement and related matters; (d) the accuracy of information
supplied by each of BancFirst and AmQuest in connection with this 

                                       32
<PAGE>
 
Proxy Statement/Prospectus; (e) compliance with applicable laws; (f) the absence
of material litigation; (g) filing of tax returns and payment of taxes; (h)
certain contracts relating to certain employment and benefits matters; (i)
subsidiaries; (j) certain bank regulatory matters; (k) absence of certain
material changes or events since March 31, 1998; (l) title to properties; and
(m) brokers' and finders' fees.

CONDUCT OF BUSINESS PENDING THE MERGER

     Pursuant to the Merger Agreement, BancFirst and AmQuest have each agreed
that, from the date of the Merger Agreement until the earlier of the Effective
Time or the time the Merger Agreement is terminated, it shall (i) carry on its
business in substantially the same manner as heretofore conducted, keep in full
force and effect insurance comparable in amount and scope of coverage to that
currently maintained by it and use its reasonable best efforts to maintain and
preserve its business organization intact; (ii) not change its methods of
accounting in effect at December 31, 1997, except as required by changes in
generally accepted accounting principles as concurred in with its independent
auditors, or change any of its methods of reporting income and deductions for
Federal income tax purposes from those employed in the preparation of its
Federal income tax returns for the taxable years ending December 31, 1996 and
1997, except as required by changes in law or regulation; (iii) to the extent
permitted by law, afford the other party, its officers and other authorized
representatives, such access to all of its books, records, bank examination
reports, tax returns, leases, contracts and documents and will furnish to the
other party such information with respect to its assets and business as the
other party may from time to time reasonably request in connection with the
Merger Agreement and the transactions contemplated hereby; and (iv) promptly
advise the other party in writing of all material corporate actions taken by its
directors and shareholders, furnish the other party with copies of all monthly
and other interim financial statements as they become available, and keep the
other party fully informed concerning all trends and developments which in its
opinion may have a material adverse effect on its and its subsidiaries'
business, operations, financial condition or results of operations, taken as a
whole, or on its ability to consummate the transactions contemplated hereby.

     In addition, except as specified in a schedule to the Merger Agreement,
AmQuest has agreed that, without the prior written consent of BancFirst, it will
not, among other things:

     (i)   issue, sell or grant any warrant, option, phantom stock option, stock
           appreciation right or commitment of any kind for or related to, or
           acquire for value, any shares of its capital stock or otherwise
           effect any change in connection with its equity capitalization except
           as related to the 154,902 outstanding stock options to purchase
           AmQuest Common Stock;

     (ii)  (a) enter into any new line of business or incur or agree to incur
           any obligation or liability except liabilities and obligations
           (including corporate debt issuances) incurred in the ordinary course
           of business, except as may be directed by any regulatory agency; (b)
           except as may be directed by any regulatory agency, change its or its
           subsidiaries' lending, investment, liability management and other
           material banking policies in any material respect; (c) except in the
           ordinary course of business and consistent with prior practice, grant
           any general or uniform increase in the rates of pay of employees; (d)
           establish any new employee benefit plan or amend any existing plan
           (except as required by law) so as to increase by any significant
           amount the benefits payable thereunder; (e) sell any assets except in
           the ordinary course of business and in an aggregate amount not
           exceeding $50,000; (f) incur or commit to any capital expenditures
           other than in the ordinary course of business (which will in no event
           include the establishment of new branches or any other facilities or
           any capital expenditures in excess of $100,000 for any individual
           project for any purpose); or (g) merge into, consolidate with or
           permit any other corporation to be merged or consolidated with it or
           any subsidiary or acquire outside of the ordinary course of business
           part of or all the assets or stock of any other corporation or
           person; or

     (iii) notify BancFirst prior to the origination of any new loan or an
           advance on an existing loan of $1,000,000 or more.

                                       33
<PAGE>
 
     Except as specified in a schedule to the Merger Agreement, BancFirst has
agreed that, without the prior written consent of AmQuest, it will not, among
other things:

     (i)   adopt or implement any amendment to its Certificate of Incorporation,
           except for the purpose of increasing authorized shares of BancFirst
           Common Stock, or any plan of consolidation, merger or reorganization
           which would affect in any manner the terms and provisions of the
           shares of BancFirst Common Stock or the rights of the holders of such
           shares or reclassify any of the BancFirst Common Stock; or

     (ii)  make or agree to make any acquisition, or take any other action, that
           adversely affects its ability to consummate the transactions
           contemplated by the Merger Agreement and will otherwise continue to
           conduct its business operations and will cause the operations of its
           subsidiaries to be conducted in a manner consistent with past
           operating practices (it being agreed that any acquisition, merger,
           consolidation or reorganization which involves the creation of not
           more than $3 million in intangible assets on the books of BancFirst
           or which involves the acquisition of not more than $100 million in
           total assets shall be deemed to be consistent with past operating
           practices).

     Additionally, the Merger Agreement provides that beginning with the second
quarter of 1998, and for each quarter thereafter prior to the calendar quarter
in which the Effective Time occurs, AmQuest may declare and pay a quarterly
dividend on the AmQuest Common Stock not to exceed $0.04 per share.  BancFirst
and AmQuest have also agreed, pursuant to the Merger Agreement, to coordinate
the dividend record and payment dates for the quarter in which the Effective
Time occurs such that the AmQuest stockholders will receive a quarterly dividend
from either AmQuest or BancFirst, but not from both, with respect to such
quarter.

CONDITIONS TO THE MERGER; AMENDMENT; TERMINATION

     Consummation of the Merger is subject to satisfaction of a number of
conditions, including:

     (i)   the receipt of all necessary approvals of the transactions
     contemplated by the Merger Agreement by governmental agencies and
     authorities, including the Federal Reserve Board, and such approval shall
     remain in full force and effect at the Effective Time;

     (ii)  there being no change in the consolidated financial condition,
     aggregate net assets, stockholders' equity, business or operating results
     of AmQuest and its subsidiaries, taken as a whole, or BancFirst and its
     subsidiaries, taken as a whole, from March 31, 1998 to the Effective Time,
     that has had a material adverse effect on the business, operations,
     financial condition or results of operations of BancFirst and its
     subsidiaries, taken as a whole, or AmQuest and its subsidiaries, taken as a
     whole, or on the ability of BancFirst, on the one hand, or AmQuest to
     consummate the transactions contemplated by the Merger Agreement (a
     "BancFirst Material Adverse Effect" or a "AmQuest Material Adverse Effect,"
     as the case may be);

     (iii) compliance by AmQuest and BancFirst with their respective covenants
     and confirmation of their respective representations and warranties as set
     forth in the Merger Agreement;

     (iv)  approval of the Merger Agreement and the Merger by the requisite
     affirmative vote of stockholders of AmQuest and BancFirst;

     (v)   receipt by AmQuest and BancFirst of the opinion, dated as of the
     Effective Time, relative to the Federal income tax consequences of the
     Merger referred to under the caption "-Federal Income Tax Consequences of
     the Merger";

     (vi)  receipt by BancFirst of an opinion from AmQuest's counsel and receipt
     by AmQuest of an opinion from counsel for BancFirst, which opinions are to
     be in the general form of those annexed to the Merger Agreement;

                                       34
<PAGE>
 
     (vii)  the Registration Statement of which this Proxy Statement/Prospectus
     forms a part, registering the shares of BancFirst Common Stock to be issued
     in exchange for AmQuest Common Stock, shall have become effective and no
     stop order suspending the effectiveness will have been issued and no
     proceedings for that purpose will have been initiated or threatened by the
     Commission;

     (viii) the aggregate of (a) the fractional share interests of BancFirst
     Common Stock to be paid in cash and (b) the shares of BancFirst Common
     Stock to which holders of AmQuest Common Stock would have been entitled as
     of the Effective Time but who, as of the Effective Time, have taken steps
     to perfect their rights as dissenting shareholders pursuant to the
     provisions of applicable law, shall not be more than 10% of the maximum
     aggregate number of shares of BancFirst Common Stock which could be issued
     as a result of the Merger, provided, however, that "tainted" shares held as
     treasury stock by AmQuest shall be regarded as dissenting shares for
     purposes of such computation; and

     (ix)   The Merger shall qualify as a pooling of interests.

     Additionally, the obligations of BancFirst to consummate the Merger are
subject to the following other conditions:

     (i)    The allowance for loan losses of AmQuest shall be not less than .90%
     of gross loans.

     (ii)   The total number of shares of AmQuest Common Stock issued and
     outstanding (not including treasury shares held by AmQuest), including the
     total number of shares of AmQuest Common Stock related to outstanding and
     unexercised options related to AmQuest Common Stock, shall not be more than
     3,315,653 shares.

     It is a condition to AmQuest's obligation to consummate the Merger that
cumulative earnings per share of BancFirst Common Stock reported by BancFirst
for calendar quarters beginning with the second quarter of 1998 through the most
recent quarter preceding the quarter in which the Effective Time shall occur (or
if the Effective Time occurs within 20 days following the close of a calendar
quarter, then the next preceding calendar quarter) shall be greater than or
equal to the amount calculated by multiplying (x) $.62 by (y) the number of full
calendar quarters which have passed since March 31, 1998 and for which earnings
per share of BancFirst Common Stock have been reported as of such date, times
(z) 0.9.  As used in this Section, "reported" means reported on BancFirst's
quarterly financial statements prepared in accordance with generally accepted
accounting principles applied on a basis consistent with BancFirst's financial
statements for the year ended December 31, 1997, as included in BancFirst's
report to the Commission on Form 10-K.

     To determine if this earnings test is met, BancFirst's reported earnings
per share are adjusted to eliminate the effect of any changes in accounting
principles required to be adopted by BancFirst by any regulatory authority or
under generally accepted accounting principles.  Earnings per share reported by
BancFirst for the quarter ended June 30, 1998 were $              , and [no
adjustments were required pursuant to the earnings test.]

     Any of the provisions of the Merger Agreement, including the foregoing
conditions, may be waived at any time by the party which is, or the stockholders
of which are, entitled to the benefits thereof.  The Merger Agreement may be
amended or modified in whole or in part by a duly authorized written agreement
of the parties.  However, after the stockholders of AmQuest have approved the
Merger Agreement, AmQuest may only amend or modify the Merger Agreement if, in
the opinion of AmQuest's Board, such amendment or modification will not have any
material adverse effect on the benefits intended under the Merger Agreement for
the stockholders of AmQuest, and will not require resolicitation of any proxies
from such stockholders.

     The Merger Agreement may be terminated at any time prior to the Effective
Time, whether before or after approval by the stockholders of AmQuest, by
written notice from BancFirst to AmQuest, or from AmQuest to BancFirst, as the
case may be, upon the occurrence of any of the following: (i) if any material
condition to either party's obligations under the Merger Agreement is not
substantially satisfied or waived at the time or times contemplated thereby
(each party's right to terminate under this clause (i) relates only to
conditions to that party's 

                                       35
<PAGE>
 
obligations); (ii) in the event of a material breach by a party of any
representation, warranty, condition or agreement contained in the Merger
Agreement that is not cured within 30 days of the time that written notice of
such breach is received by such party from the other party; or (iii) if the
Merger shall not have been consummated on or before November 30, 1998.

     The Merger Agreement also may be terminated, and the Merger thereby
abandoned (whether before or after approval of the merger by the stockholder of
BancFirst or by AmQuest's stockholders), by the mutual written consent of the
Boards of Directors of AmQuest or BancFirst at any time prior to the Effective
Time.

     Additionally, AmQuest has the right to terminate the Merger Agreement in
the event that the stockholders' equity of AmQuest as of the end of the month
immediately preceding the Effective Time is lower than the specified Minimum
Stockholders' Equity for such date by an amount in excess of 10% of such figure.

     If the Merger Agreement is terminated otherwise than by a willful breach of
any party to the Merger Agreement or pursuant to, AmQuest and BancFirst will
each pay all of its own expenses incurred incident to such transaction, except
for printing expenses which will be paid by BancFirst, and neither BancFirst nor
AmQuest shall have any liability to any other party under the Merger Agreement
of any nature whatever (except for BancFirst's obligations related to the
printing of the proxy solicitation materials), including any liability for
damages.

     If termination of the Merger Agreement shall be judicially determined to
have been caused by willful breach of the Merger Agreement, then, in addition to
other remedies at law or equity for breach of the Merger Agreement, the party so
found to have willfully breached the Merger Agreement shall indemnify the other
parties for their respective costs, fees and expenses of their counsel,
accountants and other experts and advisors as well as fees and expenses incident
to negotiation, preparation and execution of the Merger Agreement and related
documentation and their shareholders' meetings and consents.

APPRAISAL RIGHTS OF DISSENTING STOCKHOLDERS

Availability of Appraisal Rights

     Under the OGCA, holders of BancFirst Common Stock have no dissenters' or
appraisal rights in connection with the Merger.  However, holders of record of
AmQuest Common Stock will have the right to exercise dissenters' appraisal
rights under the OGCA.  Pursuant to Section 1091 of the OGCA, holders of record
of AmQuest Common Stock who object to the Merger in writing and who follow the
procedures prescribed by Section 1091 will be entitled to receive a cash payment
equal to the value of the AmQuest Common Stock held by them in lieu of receiving
the consideration proposed under the Merger Agreement.  Set forth below is a
summary of the procedures that holders of AmQuest Common Stock must follow in
order to exercise dissenters' appraisal rights under Section 1091.  This summary
does not purport to be complete and is qualified in its entirety by reference to
Section 1091, a copy of which, as of the date hereof, is attached hereto as
Appendix C and is incorporated herein by reference, and to any amendments to, or
modifications of, such provisions as may be adopted after the date hereof.

     ANY HOLDER OF AMQUEST COMMON STOCK CONTEMPLATING THE POSSIBILITY OF
OBJECTING TO THE MERGER IN WRITING SHOULD CAREFULLY REVIEW THE TEXT OF APPENDIX
C (PARTICULARLY THE SPECIFIED PROCEDURAL STEPS REQUIRED TO PERFECT DISSENTERS'
APPRAISAL RIGHTS) AND SHOULD CONSULT AS APPROPRIATE WITH SUCH HOLDER'S LEGAL
COUNSEL.  DISSENTERS' APPRAISAL RIGHTS WILL BE LOST IF THE PROCEDURAL
REQUIREMENTS OF SECTION 1091 OF THE OGCA ARE NOT FULLY AND PRECISELY SATISFIED.

Exercise of Appraisal Rights

     A stockholder of AmQuest who desires to dissent from the Merger pursuant to
Section 1091 of the OGCA and receive cash payment for his or her shares must
comply with each of the following conditions and requirements:

     1.  Such stockholder must deliver to AmQuest, before the taking of the vote
     on the Merger a written demand for appraisal of such stockholder's shares.
     Such demand should be delivered or mailed in time to arrive before the vote
     to be taken at the AmQuest Special Meeting, to AmQuest at its address set
     forth on 

                                       36
<PAGE>
 
     the cover page of this Proxy Statement/Prospectus, to the attention of the
     corporate secretary. Such a written demand must be made in addition to, and
     separate from, any proxy or vote against adoption and approval of, the
     Merger. Neither a proxy vote against, nor a vote at the AmQuest Special
     Meeting against, nor a failure to vote for, nor abstaining from voting on
     the Merger will constitute the required written demand.

     2.  Such stockholder must not vote by proxy or in person in favor of
     adoption and approval of the Merger.  A stockholder who executes and
     returns an unmarked proxy will have his or her shares of AmQuest Common
     Stock voted in favor of the Merger, and, as a consequence thereof, will be
     foreclosed from exercising any rights as a dissenting stockholder.  A
     stockholder who abstains from voting by marking a proxy "abstain" or by
     otherwise not voting will not thereby be foreclosed from exercising
     dissenters' rights.  The failure of a stockholder to vote at the AmQuest
     Special Meeting will not constitute a waiver of his or her rights as a
     dissenting stockholder.

     Within 10 days from the Effective Time of the Merger, BancFirst must mail
to any stockholder who has complied with the two conditions described above (a
"Dissenting Stockholder") written notice that the Merger has become effective.

     Within 120 days after the Effective Time of the Merger, either BancFirst or
any Dissenting Stockholder may file a petition with the district court demanding
a determination of the value of the stock of all Dissenting Stockholders of
AmQuest represented by the shares of stock owned by the Dissenting Stockholder.
Any Dissenting Stockholder may, at any time within 60 days after the Effective
Time of the Merger, withdraw the demand for appraisal and accept the terms of
the Merger Agreement.  Dissenting Stockholders are entitled to receive from
BancFirst, upon written request, a statement setting forth the aggregate number
of shares not voted in favor of the Merger and with respect to which demands for
appraisal have been received and the aggregate number of holders of such shares.

     If such an action is commenced, BancFirst would be required to file with
the court a certified list containing the names and addresses of all Dissenting
Stockholders.  If so ordered by the court, the clerk of the court would then
give notice of the time and place fixed for the hearing on the petition by
registered or certified mail to BancFirst and to all Dissenting Stockholders.
Such notice would also be published in a newspaper of general circulation in
Oklahoma City, Oklahoma or such other publication as the court deems advisable.

     At the hearing, the court would determine the stockholders who have
perfected their dissenters' rights and may require them to submit their stock
certificates to the court clerk for notation thereon of the pendency of the
appraisal proceedings, and may dismiss the proceedings with respect to any
Dissenting Stockholder who fails to comply with that order.  The court would
then, taking into account all relevant factors, determine the fair value of the
stock of all of the Dissenting Stockholders of such corporation exclusive of any
element of value arising from the accomplishment or expectation of the Merger,
and order its payment to the Dissenting Stockholders, together with a fair rate
of interest, if any, to be paid upon such amount.  Discovery and other pretrial
proceedings would be conducted to the extent permitted by the court in its
discretion.  Interest may be simple or compound as the court may direct.  Court
costs would be imposed upon the parties as the court directs.  Upon application
of any Dissenting Stockholder, the court may order all or a portion of the
expenses incurred by any Dissenting Stockholder in connection with the appraisal
proceedings, including, without limitation, reasonable attorney's fees and the
fees and expenses of experts, to be charged pro rata against all of the shares
entitled to an appraisal.

     Any stockholder who has duly demanded appraisal in compliance with Section
1091 of the OGCA will not, after the Effective Time, be entitled to vote for any
purpose the shares of stock subject to such demand or to receive payment of
dividends or other distributions with respect to the shares held by such holder,
except for dividends or distributions payable to stockholders of record at a
date prior to the Effective Time of the Merger.

     A demand for appraisal must be made by or for and in the name of the
stockholder of record, fully and correctly, as such stockholder's name appears
on the stockholder's stock certificates.  Such demand cannot be made by the
beneficial owner if the stockholder does not also hold the shares of record.  If
the stock is owned of record in a fiduciary capacity, such as by a trustee,
guardian, or custodian, such demand must be executed by the fiduciary.  If the
stock is owned of record by more than one person, as in a joint tenancy or
tenancy in common, such demand 

                                       37
<PAGE>
 
must be executed by all joint owners. An authorized agent, including an agent
for two or more joint owners, may execute the demand for appraisal for a
stockholder of record; however, the agent must identify the record owner and
expressly disclose the fact that, in exercising the demand, he or she is acting
as agent for the record owner.

     A record owner, such as a broker, who holds stock as a nominee for others,
may exercise the right of appraisal with respect to the shares held for all or
less than all beneficial owners of shares held by the record owner.  In such
case, the written demand must set forth the number of shares as to which
appraisal is sought.  If the number of shares as to which appraisal is sought is
not expressly mentioned, the demand will be presumed to cover all shares of
stock outstanding in the name of such record owner.  Persons whose shares are
held by brokers or other nominees and who desire to exercise dissenters' rights
of appraisal should consider either (a) arranging to have their shares
transferred into their own names of record and making the necessary written
demand for appraisal or (b) arranging to have their broker or other nominee, as
the case may be, take all of the steps necessary to comply with the applicable
statute.

     Stockholders who have elected to dissent are bound by their election unless
they withdraw their demand within 60 days after the Effective Time and may not
thereafter withdraw their election and receive BancFirst Common Stock or cash,
as the case may be, without the written consent of BancFirst.

     The foregoing summary does not purport to be a complete statement of the
appraisal rights of dissenting stockholders, and is qualified in its entirety by
reference to the applicable provisions of Section 1091 of the OGCA, which are
reproduced in full as Appendix C to this Proxy Statement/Prospectus.

REGULATORY APPROVALS

     The Merger is subject to approval by the Federal Reserve Board pursuant to
Sections 3 and 4 of the BHCA. BancFirst agreed, in the Merger Agreement, to
promptly file all necessary applications to obtain any requisite regulatory
approval and, pursuant thereto, filed an application with the Federal Reserve
Board on June 19, 1998.

     The Merger cannot proceed in the absence of such regulatory approval.
There can be no assurance that such regulatory approval will be obtained and, if
obtained, there can be no assurance as to the date of any such approval or the
absence of any litigation challenging such approval.

     Additionally, the Subsidiary Bank Mergers are subject to the approval of
the Oklahoma State Banking Department.  However, approval of the Subsidiary Bank
Mergers by the Oklahoma State Banking Department is not a condition to the
consummation of the Merger.

     BancFirst and AmQuest are not aware of any other governmental approvals or
actions that are required prior to the parties' consummation of the Merger other
than those described herein.  It is presently contemplated that if any such
additional governmental approvals or actions are required, such approvals or
actions will be sought.  There can be no assurance, however, that any such
additional approvals or actions will be obtained.

     The Federal Reserve Board is prohibited from approving any transaction
under the applicable statutes which (i) would result in a monopoly or which
would be in furtherance of any combination or conspiracy to monopolize or to
attempt to monopolize the business of banking in any part of the United States,
or (ii) may have the effect in any section of the United States of substantially
lessening competition, or tending to create a monopoly, or resulting in a
restraint of trade, unless the Federal Reserve Board finds that the anti-
competitive effects of the transaction are clearly outweighed in the public
interest by the probable effect of the transaction in meeting the convenience
and needs of the communities to be served.

     In reviewing a transaction under the applicable statutes, the Federal
Reserve Board will also consider the financial and managerial resources of the
companies and their subsidiary banks and the convenience and needs of the
communities to be served.  As part of, or in addition to, consideration of the
above factors, it is anticipated that the Federal Reserve Board will consider
the regulatory status of BancFirst and AmQuest and the overall capital and
safety and soundness standards established by the Federal Deposit Insurance
Corporation Improvement Act of 1991 and the regulations promulgated thereunder.

                                       38
<PAGE>
 
     Under the Community Reinvestment Act of 1977, as amended (the "C.R.A."),
the Federal Reserve Board must also take into account the record of performance
of each of BancFirst and AmQuest in meeting the credit needs of the entire
community, including low and moderate income neighborhoods, served by each
company.  As of the date of this Proxy Statement/Prospectus, each of the
depository institution subsidiaries of BancFirst and AmQuest received a C.R.A.
rating of satisfactory in its most recent C.R.A. examination.

     The Federal Reserve Board will furnish notice and a copy of the application
for approval of the Merger to the Office of the Comptroller of the Currency (the
"OCC"), the FDIC and the appropriate state regulatory authorities.  These
agencies have 30 days to submit their views and recommendations to the Federal
Reserve Board.  The Federal Reserve Board is required to hold a public hearing
in the event it receives a written recommendation of disapproval of the
application from any of these agencies within such 30-day period.  The BHCA and
Federal Reserve Board regulations also require publication of notice of, and the
opportunity for public comment on, the application submitted by BancFirst for
approval of the Merger and authorize the Federal Reserve Board to hold a public
hearing in connection therewith if the Federal Reserve Board determines that
such a hearing would be appropriate.  Any such hearing or comments provided by
third parties could prolong the period during which the application is subject
to review by the Federal Reserve Board.

     The Merger may not be consummated until 30 days after Federal Reserve Board
approval, during which time the DOJ may challenge the Merger on antitrust
grounds and seek the divestiture of certain assets and liabilities.  With the
approval of the Federal Reserve Board and the DOJ, the waiting period may be
reduced to no less than 15 days.  The commencement of an antitrust action by the
DOJ would stay the effectiveness of Federal Reserve Board approval of the Merger
unless a court specifically orders otherwise.  In reviewing the Merger, the DOJ
could analyze the effect of the Merger on competition differently than the
Federal Reserve Board and, thus, it is possible that the DOJ could reach a
different conclusion than the Federal Reserve Board regarding the competitive
effects of the Merger.  Failure of the DOJ to object to the Merger may not
prevent the filing of antitrust actions by private persons or the attorney
general of the State of Oklahoma.

     In general, the Federal Reserve Board and the DOJ will examine the impact
of the Merger on competition in various product and geographic markets,
including competition for deposits and loans.

     Oklahoma banking law prohibits a bank holding company from acquiring
control of a bank, or one or more branches of a bank, if the total deposits in
all banks, and branches of banks, in Oklahoma controlled by the bank holding
company would exceed 15% of the total deposits in all insured depository
financial institutions in Oklahoma (which also includes savings institutions).
BancFirst believes that, as a result of the Merger, it will control
approximately 5.5% of such total deposits in Oklahoma (based on total pro forma
deposits at March 31, 1998 of approximately $1.85 billion).   Accordingly, such
statutory limitation should not operate to prohibit the Merger.

ACCOUNTING TREATMENT

     The Merger is expected to qualify as a "pooling of interests" for
accounting and financial reporting purposes.  Under this method of accounting,
the assets and liabilities of BancFirst and AmQuest will be carried forward
after the Effective Time into the consolidated financial statements of BancFirst
at their recorded amounts; the consolidated income of BancFirst will include
income of BancFirst and AmQuest for the entire fiscal year in which the Merger
occurs; the separately reported income of BancFirst and AmQuest for prior
periods will be combined and restated as consolidated income of BancFirst.

     The Merger Agreement provides that a condition to the obligations of
BancFirst and AmQuest to consummate the Merger is the qualification of the
Merger for "pooling of interests" accounting treatment under Accounting
Principles Board Opinion No. 16 and related pronouncements if consummated in
accordance with the Merger Agreement.  In the event such condition is not met,
the Merger would not be consummated unless the condition was waived by BancFirst
and AmQuest (which BancFirst has indicated it does not intend to do) and the
approval of BancFirst and AmQuest stockholders entitled to vote on the Merger
was resolicited if such change in accounting treatment were deemed material to
the financial condition and results of operations of BancFirst on a pro forma
basis assuming consummation of the Merger.  As of the date of this Proxy
Statement/Prospectus, BancFirst and AmQuest are not aware of any existing facts
or circumstances which would preclude the Merger from qualifying as a pooling
of interests.

                                       39
<PAGE>
 
     The unaudited pro forma financial information contained in this Proxy
Statement/Prospectus has been prepared using the pooling of interests accounting
method to account for the Merger.  See "SELECTED COMPARATIVE PER SHARE DATA" and
"SELECTED CONSOLIDATED FINANCIAL DATA" and "UNAUDITED PRO FORMA FINANCIAL DATA."

FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER

     The following is a summary of certain material United States Federal income
tax consequences of the Merger, including certain consequences to holders of
AmQuest Common Stock who are citizens or residents of the United States and who
hold their shares as capital assets.  It does not discuss all tax consequences
that may be relevant to AmQuest stockholders subject to special Federal income
tax treatment (such as insurance companies, dealers in securities, certain
retirement plans, financial institutions, tax exempt organizations or foreign
persons) or to AmQuest stockholders who acquired their shares of AmQuest Common
Stock pursuant to the exercise of employee stock options or otherwise as
compensation.  The summary does not address the state, local or foreign tax
consequences of the Merger, if any.

     Pursuant to the terms of the Merger Agreement, AmQuest and BancFirst have
received an opinion from Crowe & Dunlevy to the effect that, based upon the
Internal Revenue Code of 1986, as amended (the "Internal Revenue Code"), the
regulations thereunder and rulings issued by the Internal Revenue Service in
transactions similar to those contemplated by the Merger Agreement and assuming
the Merger occurs in accordance with the Merger Agreement and conditioned on the
accuracy of certain representations made by AmQuest and BancFirst for Federal
income tax purposes:

     (1) The Merger will constitute a reorganization within the meaning of
     Section 368(a)(1)(A) of the Internal Revenue Code;

     (2) Each of AmQuest and BancFirst will be a party to such reorganization
     within the meaning of Section 368(b) of the Code;

     (3) No gain or loss will be recognized by AmQuest or BancFirst as a result
     of the Merger;

     (4) No gain or loss will be recognized by the stockholders of AmQuest on
     the exchange of their shares of AmQuest Common Stock for shares of
     BancFirst Common Stock, except as described below with respect to cash
     received for fractional share interests to which they may be entitled;

     (5) The Federal income tax basis of the BancFirst Common Stock received by
     holders of AmQuest Common Stock for their shares of AmQuest Common Stock
     will be the same as the Federal income tax basis of the AmQuest Common
     Stock surrendered in exchange therefor (reduced by any amount allocated to
     fractional share interests for which cash is received); and

     (6) The holding period of the BancFirst Common Stock received by a holder
     of AmQuest Common Stock will include the period for which the AmQuest
     Common Stock exchanged therefor was held, provided the exchanged AmQuest
     Common Stock was held as a capital asset by such holder on the date of the
     exchange.

     An AmQuest stockholder who receives cash in lieu of a fractional share
interest in BancFirst Common stock will be treated as having received the cash
in redemption of the fractional share interest.  The receipt of cash in lieu of
a fractional share interest should generally result in capital gain or loss to
the holder equal to the difference between the amount of cash received and the
portion of the holder's Federal income tax basis in the AmQuest Common Stock
allocable to the fractional share interest.  Such capital gain or loss will be
long-term capital gain or loss if the holder's holding period for the BancFirst
Common Stock received, determined as set forth above, is longer than twelve
months.

     THE INCOME TAX DISCUSSION SET FORTH ABOVE IS INCLUDED FOR GENERAL
INFORMATION ONLY AND IS BASED ON THE INTERNAL REVENUE CODE (AND AUTHORITIES

                                       40
<PAGE>
 
THEREUNDER) AS IN EFFECT ON THE DATE OF THIS PROXY STATEMENT/PROSPECTUS, WITHOUT
CONSIDERATION OF THE PARTICULAR FACTS OR CIRCUMSTANCES OF ANY STOCKHOLDER.
STOCKHOLDERS ARE URGED TO CONSULT WITH THEIR OWN TAX ADVISORS WITH RESPECT TO
THE FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER IN THEIR PARTICULAR
SITUATIONS, AS WELL AS CONSEQUENCES UNDER ANY APPLICABLE STATE, LOCAL OR FOREIGN
TAX LAWS.

RESALE OF BANCFIRST COMMON STOCK

     The shares of BancFirst Common Stock issued pursuant to the Merger will be
freely transferable under the Securities Act, except for shares issued to any
AmQuest stockholder who, directly or indirectly, controls, or is controlled by,
or is under common control with, AmQuest ("Affiliate") at the time the Merger
Agreement is submitted for approval by a vote of the AmQuest stockholders.  This
Proxy Statement/Prospectus does not cover resales of shares of AmQuest Common
Stock received by any person who may be deemed to be an Affiliate.  Persons who
may be deemed to be Affiliates of AmQuest generally include individuals who, or
entities which, control, are controlled by or are under common control with
AmQuest and will include directors and certain officers of AmQuest and may
include principal stockholders of AmQuest.  Each Affiliate who desires to resell
the BancFirst Common Stock received in the Merger must sell such BancFirst
Common Stock either (i) pursuant to an effective registration statement under
the Securities Act, (ii) in accordance with the applicable provisions of Rule
145 under the Securities Act or (iii) in a transaction which, in the opinion of
counsel for such Affiliate or as described in a "no-action" or interpretive
letter from the Staff of the Commission, in each case reasonably satisfactory in
form and substance to BancFirst, is exempt from the registration requirements of
the Securities Act.

     Rule 145(d) requires that persons deemed to be Affiliates resell their
BancFirst Common Stock pursuant to certain of the requirements of Rule 144 under
the Securities Act if such BancFirst Common Stock is sold within the first year
after the receipt thereof.  Generally speaking, during the one year following
the Effective Time, those persons who are Affiliates of AmQuest at the time of
the AmQuest Special Meeting, provided they are not affiliates of BancFirst at or
following the Effective Time, may publicly resell any BancFirst Common Stock
received by them in the Merger, subject to certain limitations as to, among
other things, the amount of BancFirst Common Stock sold by them in any three-
month period and as to the manner of sale.  After one year, if such person is
not an affiliate of BancFirst and BancFirst is current in the filing of its
periodic securities law reports, a former Affiliate of AmQuest may freely resell
the BancFirst Common Stock received in the Merger without limitation.  After two
years from the issuance of the BancFirst Common Stock, if such person is not an
affiliate of BancFirst at the time of sale or for at least three months prior to
such sale, such person may freely resell such BancFirst Common Stock, without
limitation, regardless of the status of BancFirst's periodic securities law
reports.

     Guidelines of the Commission regarding qualifying for the pooling of
interests method of accounting also limit sales of shares of the acquiring and
acquired company by affiliates of either company in a business combination.
Guidelines of the Commission indicate further that the pooling of interests
method of accounting will generally not be challenged on the basis of sales by
affiliates of the acquiring or acquired company if they do not dispose of any of
the shares of the corporation they own or shares of a corporation they receive
in connection with a merger during the period beginning 30 days before the
merger and ending when financial results covering at least 30 days of post-
merger operations of the combined entity have been published.

     The Merger Agreement provides that AmQuest will use its best efforts to
obtain and deliver to BancFirst an agreement from each such Affiliate (the
"Affiliate Undertaking"), providing that such Affiliate will not transfer any
shares of BancFirst Common Stock received in the Merger except in compliance
with the Securities Act and in compliance with the requirements of Accounting
Principles Board Opinion No. 16 and related pronouncements regarding the non-
disposition of any shares of BancFirst Common Stock or AmQuest Common Stock (or
any interest therein) during the period commencing 31 days prior to the Closing
Date through the date on which financial results covering at least 30 days of
combined operations of BancFirst and AmQuest after the Merger have been
published.

     Subject to the terms of the Merger Agreement, BancFirst has agreed that, at
the Effective Time, it shall enter into a shelf registration agreement with each
Affiliate who elects to be included in such agreement providing for the
registration under the Securities Act of the shares of BancFirst issued to them
in connection with the Merger 

                                       41
<PAGE>
 
on a Form S-3 registration statement providing for sales and other dispositions
from time to time in nonunderwritten transactions. BancFirst has agreed that the
filing of such registration statement shall be made within 15 days of the
Effective Time. Although shares of BancFirst Common Stock included in such
registration statement will not be subject to Rule 145 limitations, any sales
made pursuant to such registration statement shall be subject to the Affiliate
Undertaking described above.

     The BancFirst Common Stock certificates issued to Affiliates of AmQuest in
the Merger may contain an appropriate restrictive legend, and appropriate stop
transfer orders may be given to the transfer agent for such certificates.

INTEREST OF CERTAIN PERSONS IN THE MERGER

General

     As described below, directors of AmQuest and certain members of AmQuest's
management have interests in the Merger in addition to any interest they may
have as stockholders of AmQuest generally. For information about the percentage
of AmQuest Common Stock owned by the directors and executive officers of
AmQuest, see "INFORMATION ABOUT AMQUEST-Ownership of AmQuest Common Stock."
These interests include, among others, certain bonus, potential severance and
other employee benefits as described below and indemnification rights of AmQuest
directors and officers under the Merger Agreement.  The AmQuest Board was aware
of the interests of all of such persons at the time it approved the Merger
Agreement.  See "-Management and Operations Following the Merger."

Indemnification

     The Merger Agreement provides that BancFirst shall insure that all rights
to indemnification and defense and all limitations of liability existing in
favor of any person who was or is, or who becomes prior to the Effective Time, a
director, officer, employee, fiduciary or agent of AmQuest or any of its
subsidiaries (an "Indemnified Party"), as provided in AmQuest's certificate of
incorporation and bylaws and similar governing documents of any of its
subsidiaries or indemnification agreements, as in effect as of December 31,
1997, or as otherwise provided for or allowed by applicable law as in effect as
of May 6, 1998 (the date of execution of the Merger Agreement) or as such law is
amended prior to the Effective Time, with respect to claims or liabilities
arising from facts or events existing or occurring prior to the Effective Time,
shall survive the Merger and shall continue in full force and effect for a
period of six year from the Effective Time.

     The Merger Agreement further provides that, in the event of any threatened
or actual claim, action, suit, proceeding or investigation based in whole or in
part on, or arising in whole or in part out of, or pertaining to, the Merger
Agreement or any of the transactions contemplated thereby, BancFirst will,
subject to the conditions set forth in the Merger Agreement, indemnify any
Indemnified Party against any and all losses, claims, damages, liabilities,
costs, expenses (including attorneys' fees and expenses), judgments and fines,
and amounts paid in settlement, in connection with any such threatened or actual
claim, action, suit, proceeding or investigation.

Employment and Employee Benefits

     From and after the Effective Time, BancFirst has agreed to honor, in
accordance with their terms, all employment and severance agreements and
arrangements which apply to employees of AmQuest, including the executive
officers of AmQuest.  BancFirst has further agreed that the employees of the
AmQuest shall be credited for their actual and credited service with AmQuest for
purposes of eligibility, vesting and benefit accrual (except in the case of a
defined benefit pension plan) in the employee plans provided by BancFirst.  Such
employees' benefits under BancFirst's medical benefit plan shall not be subject
to any exclusions for any pre-existing conditions, and credit shall be received
for any deductibles or out-of-pocket amounts previously paid.  On or before the
Effective Time, if the Board of Directors of AmQuest so determines, AmQuest may
pay cash bonuses to its employees in an aggregate amount consistent with past
practice.  Pursuant to the Merger Agreement, BancFirst will pay one week of
severance pay for each year of service with a maximum of 26 weeks to any
employee of AmQuest terminated as a result of a position elimination within the
first year.

                                       42
<PAGE>
 
Stock Option Plans

     The Merger Agreement contains certain provisions regarding the assumption
by BancFirst of outstanding AmQuest stock options to acquire shares of AmQuest
Common Stock which are described under "-Effect of Merger on AmQuest Employee
Benefit Plans and Options."

Assignment of "AmQuest Financial" Name

     Pursuant to the Merger Agreement, BancFirst has agreed to assign without
consideration, to designees of AmQuest expected to be members of the McCasland
and/or Maurer families (who collectively beneficially own approximately 80% of
the outstanding AmQuest Common Stock) or an entity controlled by them, all
rights to use the name "AmQuest Financial," including, but not limited to, any
federal or state trademarks or servicemarks related thereto, and any signage
related thereto, subject to the terms of a mutually acceptable agreement between
the designees and BancFirst pursuant to which the designees agree that (i)
"AmQuest Financial" will not be used anywhere in Oklahoma within  one year
following the Effective Time; and in any current AmQuest communities within two
years following the Effective Time; and (ii) "AmQuest Financial" will not be
used in commercial banking, savings bank or brokerage services in the state of
Oklahoma for a period of three years following the Effective Time.

Interests of BancFirst Board and Management

     No member of the BancFirst Board or management of BancFirst or any other
affiliate of BancFirst has an interest in the Merger, other than as a
stockholder of BancFirst generally.

EFFECT OF MERGER ON AMQUEST EMPLOYEE BENEFIT PLANS AND OPTIONS

     Under the terms of the Merger Agreement between AmQuest and BancFirst, each
employee of AmQuest or its subsidiaries who continues as an employee following
the Effective Time will be entitled, as a new employee of BancFirst or a
subsidiary of BancFirst, to participate in such employee benefit plans or
deferred compensation, stock option, bonus or incentive plans or other employee
benefit or fringe benefit programs that may be in effect generally for employees
of all BancFirst subsidiaries, on the same basis as similarly situated employees
of other BancFirst subsidiaries if such employee is eligible and, if required,
selected for participation therein under the terms thereof, subject to the right
of BancFirst to amend, modify or terminate any such plans or programs and
provided that such employee shall not be participating in a similar plan which
is maintained by AmQuest after the Effective Time, BancFirst will, for purposes
of recognizing vesting and any age or period of service requirements for
commencement of participation with respect to any plans or programs in which
former employees of AmQuest may participate, credit each such employee with his
or her term of service with AmQuest and its subsidiaries.  BancFirst has also
agreed to pay one week of severance pay for each year of service with a maximum
of 26 weeks to any employee of AmQuest terminated as a result of a position
elimination within the first year.

     As of the AmQuest Record Date, 1998, there were outstanding and unexercised
stock options for       shares of AmQuest Common Stock held by current or former
directors, officers and employees of AmQuest and its subsidiaries.  Immediately
following the Effective Time, all unexercised stock options for shares of
AmQuest Common Stock issued to and held by such persons immediately prior to the
Effective Time shall become fully vested and converted into options to purchase
that number of shares of BancFirst Common Stock equal to the number of shares of
AmQuest Common Stock subject to such unexercised options immediately prior to
the Effective Time multiplied by the Exchange Ratio.  The per share exercise
price of such options for shares of BancFirst Common Stock shall be the exercise
price applicable to the options for shares of AmQuest Common Stock converted
into options for BancFirst Common Stock divided by the Exchange Ratio.

MANAGEMENT AND OPERATIONS FOLLOWING THE MERGER

General

     Following the Merger, BancFirst intends to combine the operations of, and,
subject to required regulatory approvals, to merge the AmQuest Banks with and
into BancFirst Bank.  BancFirst Bank will be the surviving bank 

                                       43
<PAGE>
 
in the Subsidiary Bank Mergers. Following consummation of the Subsidiary Bank
Mergers, the present locations of AmQuest Bank and ENB will operate as branch
offices of BancFirst Bank. It is presently anticipated that the number of
directors comprising the BancFirst Board of Directors will be increased by two
as a result of the Merger, with John C. Hugon, Vice-Chairman of the AmQuest
Board of Directors, and T. H. McCasland, Jr., Chairman of the AmQuest Board,
becoming directors of BancFirst. It is presently anticipated that, following the
Subsidiary Bank Mergers, the respective Presidents of the AmQuest Banks will
continue as Presidents of the BancFirst Bank branch locations into which such
locations will be converted. Additionally, Terrence Cooksey, the Chief Executive
Officer and a director of AmQuest, will become Executive Vice President and
Regional Executive of BancFirst Bank, and Richard E. Dixon, Chief Administrative
Officer of AmQuest Bank, will become Executive Vice President of BancFirst
BankDuncan. It is presently anticipated that Mr. Dixon will manage the
conversion of the AmQuest Banks into the BancFirst system. There are no written
employment agreements with respect to such anticipated continued employment.
Such individuals generally would be eligible to receive bonuses and to
participate in employee benefit and stock plans generally available to other
executive officers of BancFirst on the same basis as similarly situated
executive officers of BancFirst, subject to the right of BancFirst to amend or
terminate any such plans or programs in its discretion.

     Except as provided above, it is not anticipated that the management of
BancFirst or the BancFirst Board will be affected as a result of the Merger.

Information Concerning New Directors of BancFirst

     John C. Hugon, 43, Vice-Chairman of the AmQuest Board of Directors, has
been employed since [            ] as President of Parkview Management Company,
a privately owned real estate and investment company. T. H. McCasland, Jr., 65,
Chairman of the AmQuest Board, also serves as Chairman of Mack Energy Company,
an oil and gas exploration and development company founded by Mr. McCasland in 
[         ]. Mr. McCasland's niece is the spouse of Mr. Hugon.

Operations Following the Merger

     While no assurance can be given, BancFirst has estimated, based on
information available at this time, pretax expense savings resulting from the
Merger to be about $250,000 in 1998, growing to about $2 million annually by
1999.  The expense savings is expected to be realized in the consolidation of
data processing and back office functions; the elimination of corporate overhead
and duplicate branch locations and other efficiencies resulting mainly from
consolidation of operating units.  The extent to which such expense savings will
be achieved is dependent upon various factors, a number of which are beyond the
control of BancFirst and AmQuest, including the regulatory environment, economic
conditions, unanticipated changes in business conditions and inflation.
Therefore, no assurances can be given with respect to the ultimate level and
composition of expense savings to be realized, or that such savings will be
realized in the time-frame currently anticipated.

              AMENDMENT OF BANCFIRST CERTIFICATE OF INCORPORATION
                                        
     At the BancFirst Special Meeting, the Board of Directors of BancFirst will
submit for consideration by the BancFirst stockholders a proposal to amend the
BancFirst Charter to increase the number of authorized shares of BancFirst
Common Stock from 7,500,000 to 15,000,000.  The approval of the Merger Agreement
and the amendment and restatement of the BancFirst Charter are each contingent
upon approval of both such proposals by stockholders.  Therefore, a vote against
the proposal to amend and restate the BancFirst Charter will have the same
effect as a vote against the Merger.  The affirmative vote of the holders of a
majority of the shares of BancFirst Common Stock outstanding on the BancFirst
Record Date is required to approve the amendment of the BancFirst Charter.

     The BancFirst Charter currently provides for authorized capital stock of
BancFirst consisting of 7,500,000 shares of BancFirst Common Stock, 900,000
shares of 10% Cumulative Preferred Stock and 10,000,000 shares of Senior
Preferred Stock.  On the BancFirst Record Date, the number of shares of
BancFirst Common Stock either issued and outstanding or reserved for issuance
totaled approximately               shares.  BancFirst expects to issue
approximately 2,502,365 shares of BancFirst Common Stock to holders of AmQuest
Common Stock in the Merger and an additional 122,635 shares to holders of
AmQuest Options upon exercise of those instruments.  Accordingly, 

                                       44
<PAGE>
 
the           shares of BancFirst Common Stock available for issuance is not
sufficient to consummate the Merger. Therefore, the Board of Directors deems it
advisable that the authorized shares of BancFirst Common Stock be increased from
7,500,000 to 15,000,000 shares, in order to have a sufficient number of shares
to consummate the Merger and for issuance from time to time after the Merger.

     BancFirst currently has no plans, understandings, agreements or
arrangements concerning the issuance of additional shares of BancFirst Common
Stock, except for the shares to be issued in the Merger and shares reserved or
to be reserved for issuance by BancFirst as described herein. If any plans,
understandings, arrangements or agreements are made concerning the issuance of
any such shares, holders of the then outstanding shares of BancFirst's capital
stock may or may not be given the opportunity to vote thereon, depending upon
the nature of any such transaction, the law applicable thereto, the policy of
the Nasdaq and the judgment of BancFirst's Board of Directors regarding the
submission thereof to BancFirst's stockholders.

     It is not presently contemplated that such additional shares of BancFirst
Common Stock would be issued for the purpose of making the acquisition by an
unwanted suitor of a controlling interest in BancFirst more difficult, time-
consuming or costly.  However, it should be noted that shares of BancFirst
Common Stock could be issued for that purpose and to that effect, and the Board
of Directors reserves its right (if consistent with its fiduciary
responsibilities) to issue BancFirst Common Stock for such purposes.

     THE BANCFIRST BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE AMENDMENT OF
THE BANCFIRST CHARTER AS DESCRIBED ABOVE.

                                       45
<PAGE>
 
                       UNAUDITED PRO FORMA FINANCIAL DATA
                                        
     The following unaudited pro forma consolidated condensed balance sheet as
of March 31, 1998, and the unaudited pro forma consolidated condensed statements
of income and comprehensive income for the three months ended March 31, 1998 and
1997, and for each of the years in the three-year period ended December 31,
1997, give effect to the Merger based on the historical consolidated financial
statements of BancFirst and AmQuest and their subsidiaries under the assumptions
and adjustments set forth in the accompanying notes to the pro forma financial
statements.

     The unaudited pro forma consolidated condensed balance sheet assumes the
Merger was consummated on March 31, 1998, and the unaudited pro forma
consolidated condensed statements of income and comprehensive income assume that
the Merger was consummated on January 1 of the earliest period presented. The
pro forma statements may not be indicative of the results that actually would
have occurred if the Merger had been in effect on the dates indicated or which
may be obtained in the future. The pro forma financial statements should be read
in conjunction with the historical consolidated financial statements and notes
thereto of BancFirst and AmQuest appearing elsewhere in this Proxy
Statement/Prospectus.

           UNAUDITED PRO FORMA CONSOLIDATED CONDENSED BALANCE SHEET
                                MARCH 31, 1998
                            (DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
                                                                                                  PRO FORMA
                                                                    BANCFIRST       AMQUEST        ADJUST-       BANCFIRST
                                                                   HISTORICAL      HISTORICAL       MENTS        PRO FORMA
                                                                 -------------    ------------   ------------  ------------
<S>                                                                <C>             <C>            <C>           <C>
ASSETS
 Cash and due from banks                                            $  102,916       $ 21,098     $       -      $  124,014
 Interest-bearing deposits with banks                                      100             48             -             148
 Securities                                                            396,911        184,352             -         581,263
 Federal funds sold                                                     29,000         17,767             -          46,767
 Loans:
   Total loans (net of unearned interest)                              926,769        324,998             -       1,251,767
   Allowance for loan losses                                           (12,699)        (3,156)            -         (15,855)
                                                                    ----------       --------     ---------      ----------
     Loans, net                                                        914,070        321,842             -       1,235,912
 Premises and equipment, net                                            35,719          9,189             -          44,908
 Other real estate owned                                                   684            442             -           1,126
 Intangible assets, net                                                 22,364          6,314             -          28,678
 Accrued interest receivable                                            14,000          4,918             -          18,918
 Other assets                                                           17,091          2,046             -          19,137
                                                                    ----------       --------     ---------      ----------
     Total assets                                                   $1,532,855       $568,016     $       -      $2,100,871
                                                                    ==========       ========     =========      ==========
 
LIABILITIES AND STOCKHOLDERS' EQUITY
 Deposits:
   Noninterest-bearing                                              $  287,597       $ 80,566     $       -      $  368,163
   Interest-bearing                                                  1,070,056        407,791             -       1,477,847
                                                                    ----------       --------     ---------      ----------
     Total deposits                                                  1,357,653        488,357             -       1,846,010
 Short-term borrowings                                                   5,061         12,384             -          17,445
 Long-term borrowings                                                    7,024          9,000             -          16,024
 9.65% Capital Securities                                               25,000              -             -          25,000
 Accrued interest payable                                                6,159          1,972             -           8,131
 Other liabilities                                                       5,467          3,936             -           9,403
                                                                    ----------       --------     ---------      ----------
     Total liabilities                                               1,406,364        515,649             -       1,922,013
                                                                    ----------       --------     ---------      ----------
 Commitments and contingent liabilities
 Stockholders' equity:
   Common stock                                                          6,363          6,019        (3,522)          8,860
   Capital surplus                                                      36,157            343         3,166          39,666
   Retained earnings                                                    82,238         50,796        (4,722)        128,312
   Unrealized securities gains, net of tax                               1,733            287             -           2,020
   Treasury stock                                                            -         (5,078)        5,078               -
                                                                    ----------       --------     ---------      ----------
     Total stockholders' equity                                        126,491         52,367             -         178,858
                                                                    ----------       --------     ---------      ----------
     Total liabilities and stockholders' equity                     $1,532,855       $568,016     $       -      $2,100,871
                                                                    ==========       ========     =========      ==========
</TABLE> 
 
See accompanying notes to unaudited pro forma consolidated condensed financial
statements.

                                       46
<PAGE>
 
                  UNAUDITED PRO FORMA CONSOLIDATED CONDENSED
                 STATEMENT OF INCOME AND COMPREHENSIVE INCOME
                   FOR THE THREE MONTHS ENDED MARCH 31, 1998
                 (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE> 
<CAPTION> 

                                                                                               PRO FORMA
                                                            BANCFIRST         AMQUEST           ADJUST-         BANCFIRST
                                                            HISTORICAL       HISTORICAL         MENTS           PRO FORMA
                                                         ---------------   --------------   ---------------   -------------
<S>                                                      <C>               <C>              <C>               <C>
INTEREST INCOME
 Loans, including fees                                      $   20,897       $    7,377        $        -       $   28,274
 Interest-bearing deposits with banks                                2                8                 -               10
 Securities:                                                                                                    
   Taxable                                                       4,795            2,425                 -            7,220
   Tax-exempt                                                      283              350                 -              633
 Federal funds sold                                                497              239                 -              736
                                                            ----------       ----------       -----------       ----------
     Total interest income                                      26,474           10,399                 -           36,873
                                                            ----------       ----------       -----------       ----------
INTEREST EXPENSE                                                                                                
 Deposits                                                       10,200            4,233                 -           14,433
 Short-term borrowings                                             153              247                 -              400
 Long-term borrowings                                              107               25                 -              132
 9.65% Capital Securities                                          614                -                 -              614
                                                            ----------       ----------       -----------       ----------
     Total interest expense                                     11,074            4,505                 -           15,579
                                                            ----------       ----------       -----------       ----------
 Net interest income                                            15,400            5,894                 -           21,294
 Provision for loan losses                                         577              212                 -              789
                                                            ----------       ----------       -----------       ----------
     Net interest income after provision for loan losses        14,823            5,682                 -           20,505
                                                            ----------       ----------       -----------       ----------
NONINTEREST INCOME                                                                                              
 Service charges on deposits                                     2,597              591                 -            3,188
 Other                                                           1,779              635                 -            2,414
                                                            ----------       ----------       -----------       ----------
     Total noninterest income                                    4,376            1,226                 -            5,602
                                                            ----------       ----------       -----------       ----------
NONINTEREST EXPENSE                                                                                             
 Salaries and employee benefits                                  7,587            2,504                 -           10,091
 Occupancy and fixed assets expense, net                           765              224                 -              989
 Depreciation                                                      819              260                 -            1,079
 Amortization                                                      552              186                 -              738
 Data processing services                                          380              191                 -              571
 Net (income) expense from other real estate owned                  23                7                 -               30
 Other                                                           2,745            1,439                 -            4,184
                                                            ----------       ----------       -----------       ----------
     Total noninterest expense                                  12,871            4,811                 -           17,682
                                                            ----------       ----------       -----------       ----------
 Income before taxes                                             6,328            2,097                 -            8,425
 Income tax expense                                             (2,358)            (745)                -           (3,103)
                                                            ----------       ----------       -----------       ----------
     Net income                                                  3,970            1,352                 -            5,322
 Other comprehensive income, net of tax:                                                                        
   Unrealized gains on securities                                  184               57                 -              241
                                                            ----------       ----------       -----------       ----------
     Comprehensive income                                   $    4,154       $    1,409       $         -       $    5,563
                                                            ==========       ==========       ===========       ==========
                                                                                                                
EARNINGS PER COMMON SHARE                                                                                       
 Basic                                                      $     0.62       $     0.43                         $     0.60
                                                            ==========       ==========                         ==========
 Average shares - basic                                      6,355,273        3,147,094                          8,846,827
                                                            ==========       ==========                         ==========
 Diluted                                                    $     0.60       $     0.42                         $     0.58
                                                            ==========       ==========                         ==========
 Average shares - diluted                                    6,572,082        3,203,766                          9,108,504
                                                            ==========       ==========                         ==========
</TABLE>
 See accompanying notes to unaudited pro forma consolidated condensed financial
statements.

                                       47
<PAGE>
 
                  UNAUDITED PRO FORMA CONSOLIDATED CONDENSED
                 STATEMENT OF INCOME AND COMPREHENSIVE INCOME
                   FOR THE THREE MONTHS ENDED MARCH 31, 1997
                 (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>  
<CAPTION>
                                                                                                    PRO FORMA
                                                             BANCFIRST            AMQUEST            ADJUST-          BANCFIRST
                                                             HISTORICAL          HISTORICAL           MENTS           PRO FORMA
                                                          ---------------     ---------------     -------------    ---------------
<S>                                                       <C>                 <C>                 <C>              <C>
INTEREST INCOME
 Loans, including fees                                       $   18,164          $    6,996       $          -        $   25,160
 Interest-bearing deposits with banks                                19                   8                  -                27
 Securities:                                                                                                          
   Taxable                                                        4,513               2,116                  -             6,629
   Tax-exempt                                                       153                 391                  -               544
 Federal funds sold                                                 350                 280                  -               630
                                                             ----------          ----------       ------------        ----------
     Total interest income                                       23,199               9,791                  -            32,990
                                                             ----------          ----------       ------------        ----------
INTEREST EXPENSE                                                                                                      
 Deposits                                                         8,847               4,320                  -            13,167
 Short-term borrowings                                               21                 137                  -               158
 Long-term borrowings                                                96                  93                  -               189
 9.65% Capital Securities                                           373                   -                  -               373
                                                             ----------          ----------       ------------        ----------
     Total interest expense                                       9,337               4,550                  -            13,887
                                                             ----------          ----------       ------------        ----------
 Net interest income                                             13,862               5,241                  -            19,103
 Provision for loan losses                                           96                 273                  -               369
                                                             ----------          ----------       ------------        ----------
     Net interest income after provision for loan losses         13,766               4,968                  -            18,734
                                                             ----------          ----------       ------------        ----------
NONINTEREST INCOME                                                                                                    
 Service charges on deposits                                      2,481                 494                  -             2,975
 Other                                                            1,326                 557                  -             1,883
                                                             ----------          ----------       ------------        ----------
     Total noninterest income                                     3,807               1,051                  -             4,858
                                                             ----------          ----------       ------------        ----------
NONINTEREST EXPENSE                                                                                                   
 Salaries and employee benefits                                   6,550               2,279                  -             8,829
 Occupancy and fixed assets expense, net                            763                 180                  -               943
 Depreciation                                                       709                 212                  -               921
 Amortization                                                       533                 112                  -               645
 Data processing services                                           370                 184                  -               554
 Net (income) expense from other real estate owned                   62                  (3)                 -                59
 Other                                                            2,527               1,225                  -             3,752
                                                             ----------          ----------       ------------        ----------
     Total noninterest expense                                   11,514               4,189                  -            15,703
                                                             ----------          ----------       ------------        ----------
 Income before taxes                                              6,059               1,830                  -             7,889
 Income tax expense                                              (2,298)               (606)                 -            (2,904)
                                                             ----------          ----------       ------------        ----------
     Net income                                                   3,761               1,224                  -             4,985
 Other comprehensive income, net of tax:                                                                              
   Unrealized gains on securities                                (1,060)               (175)                 -            (1,235)
                                                             ----------          ----------       ------------        ----------
     Comprehensive income                                    $    2,701          $    1,049       $          -        $    3,750
                                                             ==========          ==========       ============        ==========
                                                                                                                      
EARNINGS PER COMMON SHARE                                                                                             
 Basic                                                       $     0.59          $     0.39                           $     0.56
                                                             ==========          ==========                           ==========
 Average shares - basic                                       6,360,359           3,125,476                            8,834,798
                                                             ==========          ==========                           ==========
 Diluted                                                     $     0.57          $     0.38                           $     0.54
                                                             ==========          ==========                           ==========
 Average shares - diluted                                     6,637,362           3,191,369                            9,163,969
                                                             ==========          ==========                           ==========
</TABLE> 
See accompanying notes to unaudited pro forma consolidated condensed financial
statements.

                                       48
<PAGE>
 
                  UNAUDITED PRO FORMA CONSOLIDATED CONDENSED
                 STATEMENT OF INCOME AND COMPREHENSIVE INCOME
                     FOR THE YEAR ENDED DECEMBER 31, 1997
                 (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>  
<CAPTION> 

                                                                                                  PRO FORMA
                                                            BANCFIRST            AMQUEST            ADJUST-         BANCFIRST
                                                            HISTORICAL          HISTORICAL          MENTS           PRO FORMA
                                                         ---------------     ----------------   -------------    ---------------
<S>                                                      <C>                 <C>                <C>              <C>
INTEREST INCOME
 Loans, including fees                                      $   77,026         $   29,870       $          -        $  106,896
 Interest-bearing deposits with banks                                4                  2                  -                 6
 Securities:                                                                                                        
   Taxable                                                      18,298              9,081                  -            27,379
   Tax-exempt                                                      674              1,548                  -             2,222
 Federal funds sold                                              1,988                928                  -             2,916
                                                            ----------         ----------       ------------        ----------
     Total interest income                                      97,990             41,429                  -           139,419
                                                            ----------         ----------       ------------        ----------
INTEREST EXPENSE                                                                                                    
 Deposits                                                       37,361             17,740                  -            55,101
 Short-term borrowings                                             307                674                  -               981
 Long-term borrowings                                              409                239                  -               648
 9.65% Capital Securities                                        2,214                  -                  -             2,214
                                                            ----------         ----------       ------------        ----------
     Total interest expense                                     40,291             18,653                  -            58,944
                                                            ----------         ----------       ------------        ----------
 Net interest income                                            57,699             22,776                  -            80,475
 Provision for loan losses                                         982              1,624                  -             2,606
                                                            ----------         ----------       ------------        ----------
     Net interest income after provision for loan losses        56,717             21,152                  -            77,869
                                                            ----------         ----------       ------------        ----------
NONINTEREST INCOME                                                                                                  
 Service charges on deposits                                    10,154              2,340                  -            12,494
 Securities transactions                                             1                  1                  -                 2
 Other                                                           5,666              2,580                  -             8,246
                                                            ----------         ----------       ------------        ----------
     Total noninterest income                                   15,821              4,921                  -            20,742
                                                            ----------         ----------       ------------        ----------
NONINTEREST EXPENSE                                                                                                 
 Salaries and employee benefits                                 27,749              9,797                  -            37,546
 Occupancy and fixed assets expense, net                         3,064                868                  -             3,932
 Depreciation                                                    3,012                962                  -             3,974
 Amortization                                                    2,210                640                  -             2,850
 Data processing services                                        1,372                806                  -             2,178
 Net (income) expense from other real estate owned                 242                 10                  -               252
 Other                                                          10,888              6,478                  -            17,366
                                                            ----------         ----------       ------------        ----------
     Total noninterest expense                                  48,537             19,561                  -            68,098
                                                            ----------         ----------       ------------        ----------
 Income before taxes                                            24,001              6,512                  -            30,513
 Income tax expense                                             (8,252)            (2,136)                 -           (10,388)
                                                            ----------         ----------       ------------        ----------
     Net income                                                 15,749              4,376                  -            20,125
 Other comprehensive income, net of tax:                                                                            
   Unrealized gains on securities                                  813                170                  -               983
                                                            ----------         ----------       ------------        ----------
     Comprehensive income                                   $   16,562         $    4,546       $          -        $   21,108
                                                            ==========         ==========       ============        ==========
                                                                                                                    
EARNINGS PER COMMON SHARE                                                                                           
 Basic                                                      $     2.48         $     1.40                           $     2.28
                                                            ==========         ==========                           ==========
 Average shares - basic                                      6,355,242          3,125,814                            8,829,949
                                                            ==========         ==========                           ==========
 Diluted                                                    $     2.41         $     1.37                           $     2.22
                                                            ==========         ==========                           ==========
 Average shares - diluted                                    6,532,911          3,190,600                            9,058,909
                                                            ==========         ==========                           ==========
</TABLE>

See accompanying notes to unaudited pro forma consolidated condensed financial
statements.

                                       49
<PAGE>
 
                  UNAUDITED PRO FORMA CONSOLIDATED CONDENSED
                 STATEMENT OF INCOME AND COMPREHENSIVE INCOME
                     FOR THE YEAR ENDED DECEMBER 31, 1996
                 (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>  
<CAPTION> 
                                                                                                  PRO FORMA
                                                            BANCFIRST            AMQUEST            ADJUST-         BANCFIRST
                                                            HISTORICAL          HISTORICAL          MENTS           PRO FORMA
                                                         ---------------     ----------------   -------------    ---------------
<S>                                                      <C>                 <C>                <C>              <C>
INTEREST INCOME
 Loans, including fees                                     $   69,116           $   26,925       $         -        $   96,041
 Interest-bearing deposits with banks                               1                   49                 -                50
 Securities:                                                                                                        
   Taxable                                                     16,546                8,960                 -            25,506
   Tax-exempt                                                     608                1,648                 -             2,256
 Federal funds sold                                             1,572                  461                 -             2,033
                                                           ----------           ----------       -----------        ----------
     Total interest income                                     87,843               38,043                 -           125,886
                                                           ----------           ----------       -----------        ----------
INTEREST EXPENSE                                                                                                    
 Deposits                                                      33,592               16,768                 -            50,360
 Short-term borrowings                                            364                  535                 -               899
 Long-term borrowings                                             103                   57                 -               160
                                                           ----------           ----------       -----------        ----------
     Total interest expense                                    34,059               17,360                 -            51,419
                                                           ----------           ----------       -----------        ----------
 Net interest income                                           53,784               20,683                 -            74,467
 Provision for loan losses                                        994                  595                 -             1,589
                                                           ----------           ----------       -----------        ----------
     Net interest income after provision for loan losses       52,790               20,088                 -            72,878
                                                           ----------           ----------       -----------        ----------
NONINTEREST INCOME                                                                                                  
 Service charges on deposits                                    8,972                2,076                 -            11,048
 Securities transactions                                          188                   31                 -               219
 Other                                                          5,839                2,141                 -             7,980
                                                           ----------           ----------       -----------        ----------
     Total noninterest income                                  14,999                4,248                 -            19,247
                                                           ----------           ----------       -----------        ----------
NONINTEREST EXPENSE                                                                                                 
 Salaries and employee benefits                                24,883                9,081                 -            33,964
 Occupancy and fixed assets expense, net                        2,750                  816                 -             3,566
 Depreciation                                                   2,350                  811                 -             3,161
 Amortization                                                   2,006                  424                 -             2,430
 Data processing services                                       1,347                  682                 -             2,029
 Net (income) expense from other real estate owned                 35                   69                 -               104
 Other                                                          9,899                4,434                 -            14,333
                                                           ----------           ----------       -----------        ----------
     Total noninterest expense                                 43,270               16,317                 -            59,587
                                                           ----------           ----------       -----------        ----------
 Income before taxes                                           24,519                8,019                 -            32,538
 Income tax expense                                            (9,431)              (2,549)                -           (11,980)
                                                           ----------           ----------       -----------        ----------
     Net income                                                15,088                5,470                 -            20,558
 Other comprehensive income, net of tax:                                                                            
   Unrealized gains on securities                                (821)                (406)                -            (1,227)
                                                           ----------           ----------       -----------        ----------
     Comprehensive income                                  $   14,267           $    5,064       $         -        $   19,331
                                                           ==========           ==========       ===========        ==========
                                                                                                                    
EARNINGS PER COMMON SHARE                                                                                           
 Basic                                                     $     2.41           $     1.69                          $     2.33
                                                           ==========           ==========                          ==========
 Average shares - basic                                     6,268,726            3,240,841                           8,834,500
                                                           ==========           ==========                          ==========
 Diluted                                                   $     2.32           $     1.67                          $     2.26
                                                           ==========           ==========                          ==========
 Average shares - diluted                                   6,498,038            3,284,628                           9,098,478
                                                           ==========           ==========                          ==========
</TABLE>
See accompanying notes to unaudited pro forma consolidated condensed financial
statements.

                                       50
<PAGE>
 
                  UNAUDITED PRO FORMA CONSOLIDATED CONDENSED
                 STATEMENT OF INCOME AND COMPREHENSIVE INCOME
                     FOR THE YEAR ENDED DECEMBER 31, 1995
                 (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>  
<CAPTION> 
                                                                                                  PRO FORMA
                                                            BANCFIRST            AMQUEST            ADJUST-         BANCFIRST
                                                            HISTORICAL          HISTORICAL          MENTS           PRO FORMA
                                                         ---------------     ----------------   -------------    ---------------
<S>                                                      <C>                 <C>                <C>              <C>
INTEREST INCOME
 Loans, including fees                                      $   57,914          $   25,455       $          -       $   83,369
 Interest-bearing deposits with banks                               14                  11                  -               25
 Securities:                                                                                                        
   Taxable                                                      13,924               8,443                  -           22,367
   Tax-exempt                                                      614               1,667                  -            2,281
 Federal funds sold                                              1,673                 387                  -            2,060
                                                            ----------          ----------       ------------       ----------
     Total interest income                                      74,139              35,963                  -          110,102
                                                            ----------          ----------       ------------       ----------
INTEREST EXPENSE                                                                                                    
 Deposits                                                       30,167              16,117                  -           46,284
 Short-term borrowings                                             253                 422                  -              675
 Line of Credit                                                     16                   -                  -               16
 Long-term borrowings                                               14                  52                  -               66
                                                            ----------          ----------       ------------       ----------
     Total interest expense                                     30,450              16,591                  -           47,041
                                                            ----------          ----------       ------------       ----------
 Net interest income                                            43,689              19,372                  -           63,061
 Provision for loan losses                                         855                 650                  -            1,505
                                                            ----------          ----------       ------------       ----------
     Net interest income after provision for loan losses        42,834              18,722                  -           61,556
                                                            ----------          ----------       ------------       ----------
NONINTEREST INCOME                                                                                                  
 Service charges on deposits                                     7,869               2,091                  -            9,960
 Securities transactions                                           111                  28                  -              139
 Other                                                           4,520               2,044                  -            6,564
                                                            ----------          ----------       ------------       ----------
     Total noninterest income                                   12,500               4,163                  -           16,663
                                                            ----------          ----------       ------------       ----------
NONINTEREST EXPENSE                                                                                                 
 Salaries and employee benefits                                 19,909               8,100                  -           28,009
 Occupancy and fixed assets expense, net                         2,049                 789                  -            2,838
 Depreciation                                                    1,871                 788                  -            2,659
 Amortization                                                    1,453                 417                  -            1,870
 Data processing services                                        1,164                 650                  -            1,814
 Net (income) expense from other real estate owned                  89                  54                  -              143
 Other                                                           8,397               5,444                  -           13,841
                                                            ----------          ----------       ------------       ----------
     Total noninterest expense                                  34,932              16,242                  -           51,174
                                                            ----------          ----------       ------------       ----------
 Income before taxes                                            20,402               6,643                  -           27,045
 Income tax expense                                             (7,563)             (2,049)                 -           (9,612)
                                                            ----------          ----------       ------------       ----------
     Net income                                                 12,839               4,594                  -           17,433
 Other comprehensive income, net of tax:                                                                            
   Unrealized gains on securities                                5,669               1,670                  -            7,339
                                                            ----------          ----------       ------------       ----------
     Comprehensive income                                   $   18,508          $    6,264       $          -       $   24,772
                                                            ==========          ==========       ============       ==========
                                                                                                                    
EARNINGS PER COMMON SHARE                                                                                           
 Basic                                                      $     2.07          $     1.34                          $     1.95
                                                            ==========          ==========                          ==========
 Average shares - basic                                      6,205,717           3,430,040                           8,921,280
                                                            ==========          ==========                          ==========
 Diluted                                                    $     2.01          $     1.33                          $     1.91
                                                            ==========          ==========                          ==========
 Average shares - diluted                                    6,396,659           3,460,996                           9,136,730
                                                            ==========          ==========                          ==========
</TABLE>
See accompanying notes to unaudited pro forma consolidated condensed financial
statements.

 

                                       51
<PAGE>
 
                   NOTES TO UNAUDITED PRO FORMA CONSOLIDATED
                         CONDENSED FINANCIAL STATEMENTS
                                        
(1)  BASIS OF PRESENTATION


     The unaudited pro forma consolidated condensed financial statements are
based upon BancFirst's and AmQuest's unaudited financial statements for the
three months ended March 31, 1998 and 1997 and their respective audited
financial statements for each of the years in the three-year period ended
December 31, 1997.  The unaudited pro forma consolidated condensed balance sheet
assumes the Merger was consummated on March 31, 1998, and the unaudited pro
forma consolidated condensed statements of income and comprehensive income
assume that the Merger was consummated on July 1 of the earliest period
presented.

(2)  PRO FORMA ADJUSTMENTS


     The unaudited pro forma consolidated condensed balance sheet reflects the
adjustments to stockholders' equity to record the exchange of BancFirst Common
Stock for AmQuest's common stock based upon the exchange ratio of .7917 to 1.
The treasury stock of AmQuest will be cancelled at consummation and no shares of
BancFirst Common Stock will be issued for the treasury stock.

(3)  ACQUISITION COSTS AND RESTRUCTURING CHARGES


     Estimated nonrecurring acquisition costs and restructuring charges of
$1,582,000 and $816,000, respectively, have not been included in the unaudited
pro forma consolidated condensed statements of income and comprehensive income.
The estimated tax effects of these charges are $130,000 and $326,000,
respectively.

                                       52
<PAGE>
 
                     DESCRIPTION OF BANCFIRST CAPITAL STOCK
                                        
     The following summary does not purport to be complete and is subject in all
respects to the applicable provisions of the OGCA, the BancFirst Charter and the
BancFirst By-laws.  The BancFirst Charter is included as an exhibit to the
Registration Statement of which this Proxy Statement/Prospectus forms a part.

     THE FOLLOWING DESCRIPTIONS OF THE BANCFIRST CAPITAL STOCK SHOULD BE READ
CAREFULLY BY AMQUEST STOCKHOLDERS SINCE, AT THE EFFECTIVE TIME, EACH ISSUED AND
OUTSTANDING SHARE OF AMQUEST COMMON STOCK WILL BE CONVERTED INTO .7917 FULLY
PAID AND NONASSESSABLE SHARES OF BANCFIRST COMMON STOCK.

DESCRIPTION OF BANCFIRST COMMON STOCK

General

     BancFirst is currently authorized to issue up to 7,500,000 shares of
BancFirst Common Stock.  Prior to the consummation of the Merger, and subject to
receipt of the approval of holders of record of BancFirst Common Stock sought
herein, the BancFirst Charter will be amended to increase the number of
authorized shares of BancFirst Common Stock to 15,000,000.  See "Amendment of
BancFirst Certificate of Incorporation."  As of the BancFirst Record Date,
BancFirst had outstanding                    shares of BancFirst Common Stock
and                  shares held in its treasury.  As of the BancFirst Record
Date, approximately                    shares of BancFirst Common Stock were
reserved for issuance upon exercise of outstanding stock options granted under
the BancFirst Corporation Stock Option Plan.

     The BancFirst Charter contains specific provisions with respect to the
election of directors, which include the provision that the BancFirst Board is
divided into three classes, each having a number of directors as nearly equal as
possible, and each class being elected for a three-year term, with one class
being elected each year.  The BancFirst Charter also includes specific
provisions with respect to mergers and other business combinations.  In general,
these provisions require that a proposed merger or other business combination
involving BancFirst and an Interested Stockholder (as defined herein) must be
approved by the affirmative vote of the holders of at least 66 2/3% of the
voting power of the then issued and outstanding voting stock voting together as
a single class, 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
beneficially owned directly or indirectly by an Interested Stockholder or any
affiliate of any Interested Stockholder, unless the business combination has
been approved by a majority of directors not affiliated with the Interested
Stockholder or unless certain conditions regarding minimum price and procedural
protections are met with respect to each class of BancFirst's then outstanding
voting stock.  These provisions of the BancFirst Charter could be used to make
more difficult a change in control of the combined company after the Effective
Time.  See "COMPARISON OF STOCKHOLDERS' RIGHTS."

Dividend Rights

     Holders of BancFirst Common Stock are entitled to receive dividends when,
as and if declared by the Board of Directors of BancFirst, out of funds legally
available therefor, subject to the dividend rights of any series of BancFirst
Preferred Stock outstanding.

Voting Rights

     Subject to the rights, if any, of the holders of any series of BancFirst
Preferred Stock, all voting rights are vested in the holders of shares of
BancFirst Common Stock, each share being entitled to one vote on each matter
presented for a vote, including the election of directors. In general, a
majority of votes cast with respect to a matter is sufficient to authorize
action upon routine matters. However, the affirmative vote of the holders of at
least a majority of the shares of BancFirst stock outstanding and entitled to
vote is required to approve (i) amendments to the BancFirst Charter, other than
those relating to Section 7(a) (which provides for a classified Board), Section
7(b) (which relates to the vote required to amend or repeal the BancFirst By-
laws) and Section 9 (which relates to the procedures required to approve certain
business combinations, as described above), an amendment of each of which would
require the affirmative vote of the holders of at least 66 2/3% of the voting
power of all of the then-

                                       53
<PAGE>
 
outstanding shares of the capital stock of BancFirst entitled to vote generally
in the election of directors, voting together as a single class.; (ii) a merger
or share exchange; and (iii) the dissolution of BancFirst, or the sale of all or
substantially all of the property of BancFirst other than in the usual and
regular course of business. See "COMPARISON OF STOCKHOLDERS' RIGHTS."

Rights Upon Liquidation

     In the event of the liquidation, dissolution or winding up of BancFirst,
whether voluntary or involuntary, after there have been paid or set aside for
the holders of all series of BancFirst Preferred Stock the full preferential
amounts to which such holders are entitled, the holders of BancFirst Common
Stock will be entitled to share equally and ratably in any assets remaining
after the payment of all debts and liabilities.

Miscellaneous

     The issued and outstanding shares of BancFirst Common Stock are fully paid
and nonassessable.  Holders of shares of BancFirst Common Stock are not entitled
to preemptive rights.  Shares of BancFirst Common Stock are not convertible into
shares of any other class of capital stock.  BancTrust is the transfer agent,
registrar and dividend disbursement agent for the BancFirst Common Stock.

DESCRIPTION OF BANCFIRST PREFERRED STOCK

Senior Preferred Stock

     Under the BancFirst Charter, the Board of Directors of BancFirst is
authorized, without further stockholder action, to provide for the issuance of
up to 10,000,000 shares of Senior Preferred Stock, in one or more series, with
such voting powers and with such designations, preferences and relative,
participating, optional or other special rights, and qualifications, limitations
or restrictions, as shall be set forth in resolutions providing for the issue
thereof adopted by BancFirst's Board of Directors or a duly authorized committee
thereof.  BancFirst may amend from time to time the BancFirst Charter to
increase the number of authorized shares of Senior Preferred Stock in the manner
provided in the BancFirst Charter and the OGCA.

     As of the Record Date, BancFirst had no outstanding series of Senior
Preferred Stock.

10% Cumulative Preferred Stock

     Under the BancFirst Charter, the Board of Directors of BancFirst is
authorized, without further stockholder action, to provide for the issuance of
up to 900,000 shares of 10% Cumulative Preferred Stock, $5 par value.  The 10%
Cumulative Preferred Stock is non-voting stock, which is redeemable at the
Company's option at $5 per share plus accumulated dividends.  All previously
issued and outstanding shares of the 10% Cumulative Preferred Stock were
redeemed in February 1994 for the par value plus accumulated dividends of $0.07
per share.

     As of the Record Date, BancFirst had no outstanding series of 10%
Cumulative Preferred Stock.

                       COMPARISON OF STOCKHOLDERS' RIGHTS
                                        
     The BancFirst Charter and BancFirst By-laws will be the Certificate of
Incorporation and By-laws of the surviving corporation.  Consequently, after the
Effective Time, the rights of stockholders of the surviving corporation
(including those who prior to the Effective Time were stockholders of AmQuest)
will be determined by reference to the BancFirst Charter and BancFirst By-laws.

     The following is a summary of material differences between the rights of
holders of BancFirst Common Stock and the rights of holders of AmQuest Common
Stock.  As each of BancFirst and AmQuest is organized under Oklahoma law, these
differences arise primarily from various provisions of the BancFirst Charter and
the AmQuest Charter and the By-laws of each of BancFirst and AmQuest.  This
summary does not purport to be a complete discussion of, and is qualified in its
entirety by reference to, the BancFirst Charter, BancFirst By-laws, the AmQuest
Charter, AmQuest By-laws and the OGCA.

                                       54
<PAGE>
 
STOCKHOLDERS' MEETINGS

     Stockholder Proposal Procedures.  The AmQuest Bylaws provide that in order
for any business to be transacted at any meeting of the stockholders, other than
business proposed by or at the direction of the AmQuest Board, written notice
thereof must be received from the proposing stockholder by the Secretary of
AmQuest, accompanied by a specific description of the matter of business
proposed to be presented, on or before the 11th day of November in the year
immediately preceding the year in which such annual meeting is to be held.
Neither the BancFirst Charter nor the BancFirst By-laws contain any specific
provisions regarding notice of stockholders' proposals.  However, any BancFirst
stockholder who wants to present a proposal for action by the stockholders at a
meeting and wants such proposal to be included in any proxy or information
statement relating to such meeting must submit such proposal to BancFirst in
compliance with Rule 14a-8 under the Exchange Act.  Generally, such rule
requires that the proponent deliver a written notice to BancFirst not less than
120 calendar days inadvance of the date of BancFirst's proxy statement released
to security holders in connection with the previous year's annual meeting.

PROVISIONS RELATING TO DIRECTORS

     Number of Directors.  The BancFirst Charter provides that the number of
directors be no less than three nor more than 25.  The AmQuest By-laws provide
that the number of directors be no less than five and no greater than 25.

     Classification of Board of Directors.  The BancFirst Charter provides for
the classification of the Board of Directors of BancFirst into three classes,
with directors serving staggered three-year terms.  The AmQuest Charter and
AmQuest By-laws do not provide for the classification of the Board of Directors
of AmQuest, which consists of a single class of directors who are elected
annually.

     Removal of Directors. The BancFirst Charter provides that directors may be
removed only for cause and only by the affirmative vote of not less than 66 2/3%
of the then-outstanding shares of BancFirst Common Stock entitled to vote in the
election of directors, voting together as a single class, given at a meeting of
the stockholders for that purpose.

     The AmQuest By-laws provide that directors may be removed, with or without
cause, at any time by the affirmative vote of a majority of the voting shares
present at any meeting of the stockholders at which a quorum is present.
Additionally, the AmQuest Board may declare vacant the office of a director if a
director is convicted of a felony or other crime involving moral turpitude, is
declared incapacitated by an order of court or habitually fails to attend
meetings of the Board of Directors.

VOTING RIGHTS

     Required Vote for Certain Business Combinations.  The BancFirst Charter
requires that certain minimum price and procedural requirements 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).  If the specified requirements are not observed by such an acquiring
party, an increased stockholder vote would be required as a condition for a
subsequent business combination.

     The applicable provisions of the BancFirst Charter provides that any
Business Combination (as defined herein) involving BancFirst and an Interested
Stockholder (as defined herein) must be approved by the affirmative vote of the
holders of at least 66 2/3% of the voting power of the then issued and
outstanding voting stock voting together as a single class, 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 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 (the
"BancFirst Voting Requirement"). The BancFirst Voting Requirement does not apply
if (i) the Business Combination is approved by a majority of the BancFirst
"Continuing Directors" (defined generally to include any person who is
unaffiliated with, and not a representative of, the Interested

                                       55
<PAGE>
 
Stockholder in the Business Combination and who either was a director
immediately prior to the time the Interested Stockholder became such a person or
was recommended or elected to succeed such a Continuing Director by a majority
of the Continuing Directors); or (ii) certain "fair price" (defined generally to
mean that the consideration to be received by stockholders in such Business
Combination shall be at least equal to the higher of, and in the same form as,
(A) the consideration paid by the Interested Stockholder for such person's
acquisition of the applicable BancFirst capital stock (x) within the two-year
period immediately prior to the first public announcement of the proposed
Business Combination or (y) in the transaction in which such person became a
Interested Stockholder, or (B) the market price of BancFirst capital stock on
the date the Interested Stockholder became such) and other criteria are met. As
defined in the BancFirst Charter, a "Business Combination" includes, among other
things: (i) any merger or consolidation of BancFirst or any BancFirst subsidiary
with any Interested Stockholder or affiliate or associate thereof; (ii) the
sale, lease, exchange, mortgage, pledge, transfer or other disposition by
BancFirst of assets or securities to an Interested Stockholder or an affiliate
or associate thereof; (iii) the adoption of a plan or proposal for the
liquidation or dissolution of BancFirst proposed by or on behalf of an
Interested Stockholder or an affiliate or associate thereof; (iv) any
transaction that has the effect of increasing the proportionate share of any
class of equity or convertible security of BancFirst or any subsidiary that is
beneficially owned by an Interested Stockholder or any affiliate or associate
thereof and (v) any agreement or arrangement providing for any of the foregoing.
As defined in the BancFirst Charter, "Interested Stockholder" means any person
(other than BancFirst or any subsidiary and other than any profit-sharing,
employee stock ownership or other employee benefit plan of BancFirst or any
subsidiary or any trustee of or fiduciary with respect to any such plan when
acting in such capacity) who or which is a person who is the beneficial owner,
directly or indirectly, of more than 15% of the voting power of the then
outstanding voting stock; or is an affiliate or associate of BancFirst and at
any time within the two-year period immediately prior to the date in question
was the beneficial owner of 15% or more of the voting power of the then
outstanding voting stock; or is an assignee of or has otherwise succeeded to any
shares of voting stock which were at any time within the two-year period
immediately prior to the date in question beneficially owned by any Interested
Stockholder.

     Neither the AmQuest Charter nor the AmQuest By-laws contain any similar
provision or provisions.

     Charter and By-law Amendments.  The BancFirst Charter provides that any
amendment, alteration or repeal of Sections (A) and (B) of Article 7 of the
BancFirst Charter 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.  Sections (A) of Article 7 provides for a classified board of
directors, and Section (B) of Article 7 provides that the BancFirst By-laws may
be amended by the Board of Directors or 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 BancFirst entitled to vote generally in the election of
directors, voting together as a single class.  The BancFirst Charter further
provides that any amendment, alteration or repeal of the provisions in the
BancFirst Charter relating to a Business Combination requires the affirmative
vote of the holders of at least 66 2/3% of the combined voting power of the
issued and outstanding shares of BancFirst voting stock, voting together as a
single class.

     Neither the AmQuest Charter nor the AmQuest By-laws contain any similar
"supermajority" voting provisions.

TAKEOVER STATUTES

     Section 1090.3 of the OGCA contains provisions prohibiting a broad range of
business combinations, such as a merger or consolidation, between an Oklahoma
corporation with a class of voting stock that is listed on a national securities
exchange, authorized for quotation on an inter-dealer quotation system or held
of record by 1,000 or more stockholders, and an "interested shareholder" (which
is defined as any owner of 15% or more of the corporation's stock) for three
years after the date on which such shareholder became an interested shareholder,
unless, among other things, the stock acquisition which caused the person to
become an interested shareholder was approved in advance by the corporation's
board of directors.  Because BancFirst Common Stock is traded on the Nasdaq,
BancFirst is subject to Section 1090.3.  AmQuest is not subject to Section
1090.3

     The OGCA also contains provisions regulating a "control share acquisition,"
which effectively deny voting rights to shares of an Oklahoma corporation
acquired in control share acquisitions unless a resolution granting such voting
rights is approved at a meeting of stockholders by affirmative majority of all
voting power, excluding all interested shares. A control share acquisition is
one by which a purchasing stockholder acquires more than one-

                                       56
<PAGE>
 
fifth, one-third, or a majority, under various circumstances, of the voting
power of the stock of an "issuing public corporation." An "issuing public
corporation" is an Oklahoma corporation that has (i) any class of securities
registered pursuant to Section 12 or subject to Section 15(d) of the Exchange
Act; (ii) 1,000 or more shareholders; and (iii) either (a) more than 10% of its
stockholders resident in Oklahoma; (b) more than 10% of its shares owned by
Oklahoma residents; or (c) 10,000 stockholders resident in Oklahoma. BancFirst
currently has fewer than 1,000 stockholders of record and, accordingly, does not
meet the statutory definition of an "issuing public corporation." Although
consummation of the Merger is not expected to cause BancFirst to become subject
to the control share acquisition provisions of the OGCA, it is likely that
BancFirst will at some later date become subject to such provisions. AmQuest
does not meet the statutory definition of an "issuing public corporation" and,
accordingly, is not subject to the control share acquisition provisions of the
OGCA.

                          INFORMATION ABOUT BANCFIRST
                                        
GENERAL

     BancFirst is an Oklahoma corporation and is registered as a bank holding
company under the BHCA.  It conducts substantially all of its operating
activities through its wholly-owned subsidiary, BancFirst, a state-chartered,
Federal Reserve member bank headquartered in Oklahoma City, Oklahoma.  Through
BancFirst Bank, BancFirst provides a full range of commercial banking services
to retail customers and small to medium-sized businesses both in the non-
metropolitan trade centers of Oklahoma and the metropolitan markets of Oklahoma
City, Tulsa, Norman, Lawton, Muskogee and Shawnee.

     BancFirst Bank operates as a "super community bank," managing its community
banking offices on a decentralized basis, which permits them to be responsive to
local customer needs.  Underwriting, funding, customer service and pricing
decisions are made by Presidents in each market within the bank's strategic
parameters.  At the same time, BancFirst Bank generally has a larger lending
capacity, broader product line and greater operational efficiencies than its
principal competitors in the non-metropolitan market areas (which typically are
independently-owned community banks).  In the metropolitan markets served by the
bank, BancFirst's strategy is to focus on the needs of local businesses not
served effectively by larger institutions.

     As of March 31, 1998, on a consolidated basis, BancFirst had total assets
of approximately $1.5 billion, total deposits of approximately $1.4 billion and
total stockholders' equity of approximately $126 million.  Through its 68
branches, BancFirst serves 36 communities across central and eastern Oklahoma.
BancFirst's primary lending activity is the financing of business and industry
in its market areas.  As of March 31, 1998, BancFirst employed, in the
aggregate, approximately 900 full-time equivalent employees.

MARKET PRICES OF AND CASH DIVIDENDS DECLARED ON BANCFIRST COMMON STOCK

       BancFirst Common Stock is listed on Nasdaq and is traded under the symbol
"BANF."  The following table sets forth, for the periods indicated, (i) the high
and low sales prices of BancFirst Common Stock as reported on Nasdaq and (ii)
the quarterly dividends declared on BancFirst Common Stock.

<TABLE>
<CAPTION>
                           ------------------------ 
                                 PRICE RANGE
                           ------------------------ 
                                                         CASH DIVIDENDS
                              HIGH          LOW             DECLARED
                           ----------    ----------     ---------------- 
1998        
- ----        
<S>                           <C>         <C>               <C>
First Quarter..........     $40 5/8       $ 32 7/8          $0.12
Second Quarter.........      48 1/4         39 1/2           0.12
Third Quarter (through       
      July 17, 1998).......  47 1/4         46                 --  
1997                                                       
- ----                                                       
First Quarter..........      32 1/2         27 1/16          0.10
Second Quarter.........      33 1/2         27 1/2           0.10
Third Quarter..........      33 3/4         29 1/4           0.10
</TABLE> 

                                       57
<PAGE>
 
                           ------------------------ 
                                 PRICE RANGE
                           ------------------------ 
                                                         CASH DIVIDENDS
                              HIGH          LOW             DECLARED
                           ----------    ----------     ---------------- 
Fourth Quarter.........      34 1/4         31 9/16          0.12
                                                           
1996                                                       
- ----                                                       
First Quarter..........      21 3/4         19               0.08
Second Quarter.........      21 3/4         20 5/8           0.08
Third Quarter..........      25 3/4         20 1/2           0.08
Fourth Quarter.........      27 1/2         24 1/2           0.10

       As of the BancFirst Record Date, there were approximately      holders of
record of the Common Stock.

       Future dividend payments will be determined by BancFirst's Board of
Directors in light of the earnings and financial condition of BancFirst and its
subsidiaries, their capital needs, applicable governmental policies and
regulations and such other factors as the Board of Directors deems appropriate.

       BancFirst is a legal entity separate and distinct from its subsidiary
bank, and its ability to pay dividends is substantially dependent upon dividend
payments received from the bank.  Various laws, regulations and regulatory
policies limit the bank's ability to pay dividends to BancFirst, as well as
BancFirst's ability to pay dividends to its stockholders.  See "INFORMATION
ABOUT BANCFIRST-Management's Discussion and Analysis of Financial Condition and
Results of Operations (BancFirst)-Liquidity and Funding" and "-Capital
Resources." And "Supervision and Regulation."

OWNERSHIP OF BANCFIRST COMMON STOCK

     Set forth below is certain information regarding beneficial ownership of
BancFirst Common Stock as of the BancFirst Record Date (except as noted below)
by (i) each person known to BancFirst to beneficially own more than 5% of the
issued and outstanding shares of Common Stock; (ii) each of BancFirst's
directors; (iii) BancFirst's chief executive officer and each of BancFirst's
other executive officers whose annual compensation exceeds $100,000 per year;
and (iv) all executive officers and directors of BancFirst as a group.
Beneficial ownership is determined based on rules of the Commission under which
a person who has the direct or indirect sole or shared power to vote or direct
the disposition of shares of BancFirst Common Stock is considered to be the
beneficial owner even if such person does not have an economic interest in such
shares.  Accordingly, a person who is a trustee or co-trustee of a trust having
the right to vote or dispose of the BancFirst Common Stock owned by a trust is
considered to be the beneficial owner of the shares even though the
beneficiaries of the trust will receive any economic benefits of such ownership.

<TABLE>
<CAPTION>
                                                                         AMOUNT OF                        PERCENT
                             NAME                                  BENEFICIAL OWNERSHIP                  OF CLASS
                             ----                                  --------------------                  --------
    <S>                                                               <C>                               <C>
    David E. Rainbolt                                                  3,158,440/(1)/                    46.60%

    BancFirst Corporation Employee Stock                                
      Ownership and Thrift Plan (the "ESOP")                             505,836/(2)/                     7.46%       

    John Hancock Mutual Life Insurance Company                           418,100/(3)/                     6.17%

    Cleo L. Craig Grandchildrens Trust                                   345,044/(4)/                     5.09%

    C. L. Craig, Jr.                                                     413,790/(4)/                     6.10%

    Michael Thomas Craig                                                 413,591/(4)/                     6.10%

    Marion C. Bauman                                                         ---                           ---

    Jim Daniel                                                               300                             *

    Roy C. Ferguson /(5)/                                                 31,723                          0.47%

    K. Gordon Greer                                                       11,420                          0.17%

    Robert A. Gregory /(6)/                                               17,172                          0.25%

    John T. Hannah                                                           350                             *

    J. Clifford Hudson                                                       ---                           ---
</TABLE>

                                       58
<PAGE>
 
<TABLE>
<CAPTION>
                                                                         AMOUNT OF                        PERCENT
                             NAME                                  BENEFICIAL OWNERSHIP                  OF CLASS
                             ----                                  --------------------                  --------
    <S>                                                                <C>                               <C>
    J. R. Hutchens, Jr. /(7)/                                             70,000                          1.03%

    William O. Johnstone                                                     ---                           ---

    J. Ralph McCalmont /(8)/                                             149,091                          2.19%

    Melvin Moran /(9)/                                                    90,092                          1.33%

    Paul B. Odom, Jr.                                                        ---                           ---

    H. E. Rainbolt /(10)/                                                 45,174                          0.66%

    Joe T. Shockley, Jr.                                                   3,050                             *

    All directors and executive officers                               
       as a group (19 persons)                                         4,011,518                         58.63%
</TABLE>

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

 (1)  Shares beneficially owned by David E. Rainbolt, whose address is P.O. Box
      26788, Oklahoma City, Oklahoma, 73126, include 3,117,820 shares held by R.
      Banking Limited Partnership, a family partnership of which Mr. 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.
      The address of the ESOP is P.O. Box 26883, Oklahoma City, Oklahoma, 73126-
      0883.
 (3)  Based on a joint filing on Schedule 13G/A filed with 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. The address of JHA is P.O. Box 111, Boston,
      Massachusetts, 021179.
 (4)  Based on a joint filing on Schedule 13G filed with the Commission on May
      11, 1998, the Cleo L. Craig Grandchildrens Trust (the "Craig Trust")
      reported that it had beneficial ownership of 345,044 shares of BancFirst
      Common Stock, C. L. Craig had beneficial ownership of 413,790 shares of
      BancFirst Common Stock, and Michael Thomas Craig had beneficial ownership
      of 413,591 shares of BancFirst Common Stock. The shares beneficially owned
      by C. L. Craig and Michael Thomas Craig include the shares of the Craig
      Trust, of which they are co-trustees. The address of C. L. Craig and the
      Craig Trust is 14 Beckley, Shawnee, Oklahoma, 74801. The address of
      Michael Thomas Craig is 2420 Pearl Drive, Chickasha, Oklahoma 73018.
 (5)  Includes 1,383 shares held by the ESOP and 15,000 shares subject to
      exercisable options.
 (6)  Includes 3,422 shares held by the ESOP and 13,750 shares subject to
      exercisable options.
 (7)  Shares are held jointly with Mr. Hutchens' wife.
 (8)  Includes 16,585 shares held by the ESOP and 15,000 shares subject to
      exercisable options.
 (9)  Includes 45,000 shares held directly by Mr. Moran's wife.
 (10) Includes 25,174 shares held by the ESOP and 20,000 shares subject to
      exercisable options.

  *   Less than 0.01%.

                                       59
<PAGE>
 
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATION (BANCFIRST)

     The following discussion and analysis is intended to provide greater
details of the results of operations and financial condition of BancFirst.  The
following discussion should be read in conjunction with the information under
"SELECTED CONSOLIDATED FINANCIAL DATA" and BancFirst's consolidated financial
statements and notes thereto and other financial data included elsewhere in this
Proxy Statement/Prospectus.  Certain statements under this caption constitute
"forward-looking statements" under Section 27A of the Securities Act and Section
21E of the Exchange Act which involve risks and uncertainties.  BancFirst's
actual results may differ significantly from the results discussed in such
forward-looking statements.  Factors that might cause such a difference include
but are not limited to economic conditions, competition in the geographic and
business areas in which BancFirst conducts its operations, fluctuations in
interest rates, credit quality and government regulation.  For additional
information concerning these and other factors, see "RISK FACTORS" and
"INFORMATION ABOUT BANCFIRST."

THREE MONTHS ENDED MARCH 31, 1998 AND 1997

Summary

     The Company reported net income of $3.97 million for the quarter ended
March 31, 1998, compared to net income of $3.76 million for the same quarter of
1997.  Diluted net income per share was $0.60 for the first quarter of 1998,
compared to $0.57 per share for the first quarter of 1997.

     Total assets were $1.53 billion, an increase of $187 million from December
31, 1997 and $281 million from March 31, 1997.  The growth since year-end 1997
and the first quarter of 1997 was due to the acquisition of ten branches from
NationsBank, N.A. and internal growth.  Stockholders' equity rose to $126
million, an increase of $3.56 million compared to December 31, 1997 and $13.5
million compared to March 31, 1997.

Results of Operations

     Net interest income increased for the first quarter of 1998 by $1.54
million, or 11.1%, as compared to the same quarter of 1997, primarily as a
result of earning asset growth.  Net interest spread was 4.22% for the quarter
compared to 4.30% for the first quarter of 1997, while average net earning
assets increased $25.4 million, or 11.7%.  Net interest margin on a taxable
equivalent basis was 5.09% for the first quarter, compared to 5.18% for the same
quarter of 1997.

     The Company provided $577,000 for loan losses for the quarter, compared to
$96,000 for the first quarter of 1997, reflecting higher net charge-offs and
loan growth in 1998.  Net loan charge-offs were $453,000 for the first quarter
of 1998, compared to $115,000 for the first quarter of 1997.  The net charge-
offs in 1998 represent an annualized rate of 0.20% of total loans, compared to a
rate of 0.06% for the same quarter of 1997.  While net charge-offs increased in
the first quarter over recent periods, asset quality remains high.

     Noninterest income increased $569,000, or 14.9%, compared to the first
quarter of 1997 due to higher service charges on deposits and other income, such
as trust fees and income from the origination and sale of residential mortgages.
Noninterest expense increased $1.36 million, or 11.8%, due largely to increased
staffing and other costs of expanding the Company's management and operational
infrastructure.

     Income tax expense increased $60,000 compared to the first three months of
1997.  The effective tax rate on income before taxes was 37%, down slightly from
38% in 1997.

Financial Position

     Total securities increased $86.6 million compared to December 31, 1997 and
$94.2 million compared to March 31, 1997, primarily due to cash received for the
assumption of net liabilities for the branches acquired from NationsBank, N.A.
The net unrealized gain on securities available for sale was $2.67 million at
the end of the first quarter of 1998, compared to a gain of $2.41 million at
December 31 and a loss of $469,000 at March 31, 1997.  The average taxable
equivalent yield on the securities portfolio for the first quarter increased to
6.48% from 6.45% for the same quarter of 1997.

     Total loans increased $68.9 million from December 31, 1997 and $143 million
from March 31, 1997, due to $30 million of loans acquired with the NationsBank
branches and internal growth. The allowance for loan losses

                                       60
<PAGE>
 
increased $415,000 from year-end 1997 and $774,000 from the first quarter of
1997. The allowance as a percentage of total loans was 1.37%, 1.43% and 1.55% at
March 31, 1998, December 31, 1997 and March 31, 1997, respectively. The
allowance to nonperforming and restructured loans ratios at the same dates were
260.60%, 248.01% and 216.90%, respectively.

     Nonperforming and restructured assets totaled $5.69 million, compared to
$6.04 million at year-end 1997 and $5.9 million at March 31, 1997. Although the
ratio of nonperforming and restructured assets to total assets is only 0.37%, it
is reasonable to expect nonperforming loans and loan losses to rise over several
years to historical norms as a result of economic and credit cycles.

     Total deposits increased $183 million as compared to December 31, 1997 and
$261 million compared to March 31, 1997.  The increases reflect the acquisition
of the NationsBank branches, which added approximately $132 million in deposits,
and internal growth.  The Company's deposit base continues to be comprised
substantially of core deposits, with large denomination certificates of deposit
being only 12.6% of total deposits at March 31, 1998.

     Short-term borrowings decreased $955,000 from December 31, 1997 and
increased $3.77 million from March 31, 1997.  Fluctuations in short-term
borrowings are a function of liquidity needs and customer demand for repurchase
agreements.

     Long-term borrowings decreased $27,000 from year-end 1997, and increased
$437,000 from the third quarter of 1997 due to principal payments in 1998 and
additional Federal Home Loan Bank borrowings during 1997.

     Stockholders' equity rose to $126 million from $123 million at year-end
1997 and $113 million at March 31, 1997.  These increases were primarily the
result of accumulated earnings.  In April 1998, the Company terminated its Stock
Repurchase Program.  No repurchases were made under the program during 1998.
Average stockholders' equity to average assets for the quarter was 8.96%,
compared to 9.14% for the same quarter of 1997.  The Company's leverage ratio
and total risk-based capital ratio were 8.43% and 14.94%, respectively, at March
31, 1998, well in excess of the regulatory minimums.

YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995

Summary

     In 1997, BancFirst Corporation posted its seventh consecutive year of
record earnings while also enhancing its resources and operational
infrastructure.  Additional personnel were added in key areas and investments in
technology were made to prepare BancFirst to take advantage of growth
opportunities.  BancFirst raised additional regulatory capital through the
issuance of $25 million of trust preferred securities.  Agreements were executed
for acquisitions to be completed in 1998 which will add ten new banking
locations and approximately $225 million in assets.
 
     Net income for 1997, was $15.8 million, up from $15.1 million for 1996 and
$12.8 million for 1995.  The corresponding basic earnings per share were $2.48
for 1997, $2.41 for 1996 and $2.07 for 1995.

     Total assets increased $110 million, to $1.35 billion, as a result of
internal growth.  Total loans increased $94 million, representing internal
growth of over 12%.  Total deposits increased $70 million, or 6.3%.  Average
loans to deposits rose to 71.47% from 68.81%  Stockholders' equity increased
$10.8 million while average stockholders' equity to average assets increased to
9.11%, from 8.93% for 1996.

     Asset quality remained high in 1997 with nonperforming and restructured
assets to total assets of 0.45%, compared to 0.57% for 1996.  The allowance for
loan losses to nonperforming and restructured loans was 248.01% at year-end 1997
and 207.31% at the end of 1996.

     In January 1997, BancFirst established BFC Capital Trust I which issued $25
million of 9.65% Capital Securities (the "Capital Securities") in February 1997.
The Capital Securities are included in regulatory capital and the proceeds were
used for acquisitions, purchases of BancFirst Common Stock and for general
corporate purposes.

     In March 1997, BancFirst acquired 22.8% of the common stock outstanding of
First Ada Bancshares, Inc. for cash of $4.95 million.  First Ada Bancshares,
Inc. has approximately $170 million in total assets.

                                       61
<PAGE>
 
     In September 1997, BancFirst entered into agreements to purchase 13
branches from NationsBank, N.A. and concurrently sell three of the branches to
another Oklahoma financial institution.  The purchase and sale were completed in
March 1998 and resulted in BancFirst purchasing loans and other assets of
approximately $33 million, assuming deposits of approximately $135 million and
paying a premium on deposits of approximately $9 million.

     In December 1997, BancFirst entered into an agreement to acquire Lawton
Security Bancshares, Inc., which has approximately $90 million in total assets.
The acquisition was effected in the second quarter of 1998 through the exchange
of 414,794 shares of BancFirst Common Stock for all of the Lawton Security
Bancshares, Inc. common stock outstanding.

Results of Operations

     Net Interest Income

     Net interest income, which is BancFirst's principal source of operating
revenue, increased 7.28% in 1997 to $57.7 million, after increasing 23.1% in
1996 and 12.2% in 1995.  The net interest margin on a taxable equivalent basis
for 1997 was 5.13%, down from 5.35% for 1996 and 5.20% for 1994.  BancFirst's
net interest margin has benefited in recent years from generally stable interest
rates combined with relatively strong loan demand.  The margin in 1997 was
affected by a flatter yield curve and the added cost of the Capital Securities.
It is therefore reasonable to expect that BancFirst's relatively high net
interest margin may decline to more historical levels in the absence of strong
loan demand or in a different interest rate environment.

                                       62
<PAGE>

       CONSOLIDATED AVERAGE BALANCE SHEETS AND INTEREST MARGIN ANALYSIS
                TAXABLE EQUIVALENT BASIS (DOLLARS IN THOUSANDS)

<TABLE> 
<CAPTION> 
                                           DECEMBER 31, 1997                DECEMBER 31, 1996              DECEMBER 31, 1995
                                    -------------------------------  ------------------------------   ----------------------------
                                                  INTEREST  AVERAGE               INTEREST  AVERAGE            INTEREST  AVERAGE
                                      AVERAGE     INCOME/   YIELD/     AVERAGE    INCOME/    YIELD/   AVERAGE  INCOME/    YIELD/
ASSETS                                BALANCE     EXPENSE    RATE      BALANCE    EXPENSE     RATE    BALANCE  EXPENSE     RATE
                                    -----------   --------  -------  -----------  --------  -------   -------- --------- ---------
<S>                                 <C>           <C>       <C>      <C>          <C>       <C>       <C>      <C>       <C> 
Earning Assets:
     Loans (1)                      $   800,086   $77,259     9.66%  $  710,115   $69,342     9.76%   $577,887  $58,199    10.07%
     Investments - taxable              287,555    18,298     6.36      265,488    16,546     6.23     233,777   13,937     5.96
     Investments - tax exempt            12,668     1,036     8.18       11,042       937     8.49      11,059      945     8.55
     Federal funds sold                  36,310     1,988     5.47       29,287     1,572     5.37      28,515    1,673     5.87
                                    -----------   -------            ----------   -------             --------  ------- 
        Total earning assets          1,136,619    98,581     8.67    1,015,932    88,397     8.70     851,238   74,754     8.78
                                    -----------   -------            ----------   -------             --------  -------
Nonearning assets:
     Cash and due from banks             76,141                          73,111                         67,348
     Interest receivable and other
      assets                             78,510                          73,542                         55,543
     Allowance for loan losses          (11,978)                        (11,598)                       (10,162)
                                    -----------                      ----------                       --------
        Total nonearning assets         142,673                         135,055                        112,729 
                                    -----------                      ----------                       --------
        Total assets                $ 1,279,292                      $1,150,987                       $963,967
                                    ===========                      ==========                       ======== 
LIABILITIES AND
  STOCKHOLDERS' EQUITY
Interest-bearing liabilities:
     Transaction deposits           $    20,649       545     2.64%  $  111,633     3,052     2.73%   $179,435    5,882     3.28%
     Savings deposits                   384,726    11,550     3.00      275,868     8,582     3.11     154,482    5,848     3.79
     Time deposits                      470,828    25,266     5.37      416,253    21,958     5.28     346,807   18,435     5.32
     Short-term borrowings                5,242       307     5.86        6,298       364     5.78       4,403      253     5.75
     Line of credit                          --        --       --           --        --       --          --       16       NM
     Long-term borrowings                 6,720       409     6.08        1,560       103     6.60         216       14     6.48
     9.65% Capital Securities            22,683     2,214     9.76           --        --       --          --       --       --
                                    -----------   -------            ----------   -------             --------  -------
        Total interest-bearing
         liabilities                    910,848    40,291     4.42      811,612    34,059     4.20     685,343   30,448     4.44  
                                    -----------   -------            ----------   -------             --------  -------
Interest-free funds:
     Demand deposits                    243,213                         228,291                        181,495
     Interest payable and other
      liabilities                         8,684                           8,278                          6,259
     Stockholders' equity               116,547                         102,806                         90,870
                                    -----------                      ----------                       --------         
        Total interest-free funds       368,444                         339,375                        278,624
                                    -----------                      ----------                       --------         
        Total liabilities and        
         stockholders' equity       $ 1,279,292                      $1,150,987                       $963,967 
                                    ===========                      ==========                       ======== 

Net interest income                               $58,290                         $54,338                       $44,306
                                                  =======                         =======                       =======
Net interest spread                                           4.25%                           4.51%                         4.34%
                                                              ====                            ====                          ====
Net interest margin                                           5.13%                           5.35%                         5.20%
                                                              ====                            ====                          ====
</TABLE> 

(1) Nonaccrual loans are included in the average loan balances and any interest
    on such nonaccrual loans is recognized on a cash basis.

        NM -- Not Meaningful.

          Changes in the volume of earning assets and interest-bearing
    liabilities, and changes in interest rates determine the change in net
    interest income. The substantial increases in net interest income in recent
    years have been due to volume changes rather than changes in interest rates.
    The Volume/Rate Analysis summarizes the relative contribution of each of
    these components to the increases in net interest income in 1997 and 1996.
    The increase in net interest income in 1997 can be attributed to the
    increase in loan volume and an increase in net earning assets. Average loans
    rose 12.7%. At the same time, average net earning assets increased to $226
    million from $204 million for 1996. In 1996, average loans increased 22.9%
    and average net earning assets increased to $204 million from $166 million
    for 1995.


                                      63
<PAGE>
 
<TABLE>
<CAPTION>
 
                                                   CHANGE IN 1997                      CHANGE IN 1996
                                          ----------------------------------  -----------------------------------
                                                        DUE TO                              DUE TO
                                                        VOLUME      DUE TO                  VOLUME       DUE TO
                                             TOTAL        (1)        RATE       TOTAL         (1)         RATE
                                          ----------  ----------  ----------  ----------  ----------   ----------
                                                                 (DOLLARS IN THOUSANDS)
<S>                                       <C>         <C>         <C>         <C>         <C>          <C>
Increase (Decrease) In:                                              
Interest Income:
         Loans                             $  7,918    $  9,002    $ (1,084)   $ 11,145    $ 13,245    $ (2,100)
         Securities--taxable                  1,756       1,281         475       2,609       2,112         497
         Securities--tax-exempt                  99         138         (39)         (8)         (2)         (6)
         Federal funds sold                     416         377          39        (101)         45        (146)
                                           --------    --------    --------    --------    --------    --------
                  Total interest income      10,189      10,798        (609)     13,645      15,400      (1,755)
                                           --------    --------    --------    --------    --------    --------
Interest Expense:
         Transaction deposits                (2,507)     (2,483)        (24)     (2,831)     (2,235)       (596)
         Savings deposits                     2,968       2,890          78       2,734       4,368      (1,634)
         Time deposits                        3,309       2,890         419       3,523       3,763        (240)
         Short-term borrowings                  (57)        (83)         26          95         112         (17)
         Long-term borrowings                   306         341         (35)         89          87           2
         9.65% Capital Securities             2,214          --       2,214          --          --          --
                                           --------    --------    --------    --------    --------    --------
                  Total interest expense      6,233       3,555       2,678       3,610       6,095      (2,485)
                                           --------    --------    --------    --------    --------    --------
Net interest income                        $  3,956    $  7,243    $ (3,287)   $ 10,035    $  9,305    $    730
                                           ========    ========    ========    ========    ========    ========
</TABLE>

(1) The change in interest due to change in mix has been allocated in total to
    volume changes.

    Interest rate sensitivity analysis measures the sensitivity of BancFirst's
net interest margin to changes in interest rates by analyzing the repricing
relationship between its earning assets and interest-bearing liabilities. This
analysis is limited by the fact that it presents a static position as of a
single day and is not necessarily indicative of BancFirst's position at any
other point in time, and does not take into account the sensitivity of yields
and rates of specific assets and liabilities to changes in market rates. In
1997, Management continued its strategy of creating manageable negative interest
sensitivity gaps. This approach takes advantage of BancFirst's stable core
deposit base and the relatively short maturity and repricing frequency of its
loan portfolio, as well as the historical existence of a positive yield curve,
which enhances the net interest margin over the long term. Although interest
rate risk is increased on a controlled basis by this position, it is somewhat
mitigated by BancFirst's high level of liquidity.

    The Analysis of Interest Rate Sensitivity presents BancFirst's earning
assets and interest-bearing liabilities based on maturity and repricing
frequency at December 31, 1997. At this date, interest-bearing liabilities
exceeded earning assets by $184 million in the three month interval. This
negative gap position assumes that BancFirst's core savings and transaction
deposits are immediately rate sensitive and reflects Management's perception
that the yield curve will be positive over the long term. In 1991 through 1993
the yield curve became steeper as short-term interest rates decreased
significantly. This condition resulted in higher net interest margins for
BancFirst. In 1994 and 1995, the yield curve flattened as short-term interest
rates rose. The curve remained relatively stable in 1996, but flattened again in
1997 as long-term interest rates declined. When the yield curve flattens,
BancFirst's net interest margin would be expected to decline, unless BancFirst
adjusts its interest sensitivity gap position, or employs other strategies to
control the rise in rates on interest-bearing liabilities or to increase the
yield on earning assets. In recent years, BancFirst's loan growth and increases
in noninterest-bearing funding sources have resulted in lower negative gaps in
the zero to 12 months range. This has largely offset the effects of the flatter
yield curve. In 1997, however, the cumulative 12 months negative gap increased
to 16.87%, from 14.06% at December 31, 1996, as much of the growth in earning
assets was in the 1 to 5 years range.

<PAGE>

<TABLE> 
<CAPTION> 
                                                      INTEREST RATE            NONINTEREST RATE
                                                        SENSITIVE                 SENSITIVE
                                                 ------------------------- -------------------------
                                                   0 TO 3       4 TO 12      1 TO 5        OVER 5
                                                   MONTHS       MONTHS        YEARS        YEARS         TOTAL
                                                 -----------  ------------ ------------  -----------  ------------
                                                                     (DOLLARS IN THOUSANDS)
<S>                                              <C>          <C>          <C>           <C>          <C> 
EARNING ASSETS:
    Loans                                        $ 344,898     $ 173,846    $ 252,751    $  86,401    $  857,896 
    Federal funds sold                              40,600            --           --           --        40,600
    Securities                                      22,968        54,152      213,878       19,345       310,343
                                                 ---------     ---------    ---------    ---------    ----------
       Total                                     $ 408,466     $ 227,998    $ 466,629    $ 105,746    $1,208,839 
                                                 =========     =========    =========    =========    ==========
FUNDING SOURCES:

    Noninterest-bearing demand deposits (1)      $      --     $      --    $      --    $ 141,817    $  141,817 
    Savings and transaction deposits               419,651            --           --           --       419,651
    Time deposits of $100 or more                   54,455        62,982       21,004           --       138,441
    Time deposits under $100                       112,544       179,548       55,837           --       347,929
    Short-term borrowings                            6,016            --           --           --         6,016
    Long-term borrowings                                26         5,168          777        1,080         7,051
    9.65% Capital Securities                            --            --           --       25,000        25,000
    Stockholders' equity                                --            --           --      122,934       122,934
                                                 ---------     ---------    ---------    ---------    ----------
       Total                                     $ 592,692     $ 247,698    $  77,618    $ 290,831    $1,208,839
                                                 =========     =========    =========    =========    ==========

Interest sensitivity gap                         $(184,226)    $ (19,700)   $ 389,011    $(185,085)
                                                                                           
Cumulative gap                                   $(184,226)   $ (203,926)   $ 185,085    $      --
Cumulative gap as a percentage
of total earning assets                             (15.24)%      (16.87)%      15.31 %         -- % 
</TABLE> 

(1)     Represents the amount of demand deposits required to support earning
        assets in excess of interest-bearing liabilities and stockholders'
        equity.

     Provision for Loan Losses

     The provision for loan losses was $982,000 for 1997 compared to $994,000
for 1996, and $855,000 for 1995. These relatively low levels of provisions
reflect BancFirst's strong asset quality. The amounts provided for the last
three years are primarily due to loan growth, as BancFirst establishes a 1%
allowance for losses on non-classified loans. Net loan charge-offs were $643,000
for 1997, compared to $654,000 for 1996 and $452,000 for 1995. The net charge-
offs for 1997 and 1996 were equivalent to only 0.08% and 0.09% of average loans,
respectively. A more detailed discussion of the allowance for loan losses is
provided under "-Loans."

     Noninterest Income

     Noninterest income increased in 1997 by $822,000, or 5.48%, compared to an
increase of $2.50 million, or 20% in 1996 and $1.28 million, or 11.4%, in 1995.
Noninterest income has become an increasingly important source of revenue.
BancFirst's fee income has increased each year since 1987 due to improved
pricing strategies, enhanced product lines and bank acquisitions. New products
and strategies are being implemented which are expected to produce continued
growth in noninterest income.

     Service charges on deposits increased $1.18 million, or 13.2%, compared to
increases of 14% and 2.98% in 1996 and 1995, respectively. In 1997, BancFirst
implemented strategies to improve the charging and collection of various service
charges. The growth in 1996 was primarily due to acquisitions. Other noninterest
income decreased $173,000, or 3%, in 1997, after increases of 29.2%, in 1996,
and 26.5% in 1995. The primary causes of the increases in the prior two years
were increased fees from mortgage origination, gains on sales of mortgage loans
and fees from money order sales.

     Net gains on securities transactions were $1,000 in 1997, compared to
$188,000 in 1996, and $111,000 in 1995. BancFirst's practice is to hold its
securities to maturity and it does not engage in trading activities. The small
gains from securities transactions have primarily been from securities that have
been called or from disposing of


                                      65
<PAGE>
 
securities acquired in mergers which had a higher than acceptable level of risk.
A more detailed discussion of securities is provided under "Securities."

       Noninterest Expense

       Total noninterest expense increased in 1997 by 12.2% to $48.5 million,
compared to increases of 23.9% for 1996 and 10.4% for 1995.  Salaries and
employee benefits have increased over the past three years due to acquisitions,
higher salary levels, additional staff for new product lines and increased loan
demand.  Occupancy and fixed asset expense, depreciation, amortization and data
processing services all increased due to acquisitions.  Data processing services
decreased in 1995 from the renegotiation of the data processing contract.  Net
expense from other real estate owned of $242,000 was recognized for 1997,
compared to $35,000 and $89,000 for 1996 and 1995.  These amounts are reflective
of BancFirst's efforts to reduce nonperforming assets.  The increase in 1997 was
due to lower gains on sales of other real estate owned.

       Income Taxes

       Income tax expense decreased to $8.25 million from $9.43 million for
1996.  The primary reasons for the difference between BancFirst's effective tax
rate and the federal statutory rate are nondeductible amortization and state tax
expense.  Prior to 1993, BancFirst had net operating loss carryforwards for
financial and tax reporting purposes.  BancFirst utilized substantial portions
of these net operating loss carryforwards in 1993 and 1994.  The remaining
carryforwards are limited as to the amounts which may be utilized each year.

       Since banks have traditionally carried large amounts of tax-exempt
securities and loans, certain financial information is prepared on a taxable
equivalent basis to facilitate analysis of yields and changes in components of
earnings.  Average balance sheets, income statements and other financial
statistics on a taxable equivalent basis have been presented for this purpose.

       Impact of Inflation

       The impact of inflation on financial institutions differs significantly
from that of industrial or commercial companies.  The assets of financial
institutions are predominantly monetary, as opposed to fixed or nonmonetary
assets such as premises, equipment and inventory.  As a result, there is little
exposure to inflated earnings by understated depreciation charges or
significantly understated current values of assets.  Although inflation can have
an indirect effect by leading to higher interest rates, financial institutions
are in a position to monitor the effects on interest costs and yields and
respond to inflationary trends through management of interest rate sensitivity.
Inflation can also have an impact on noninterest expenses such as salaries and
employee benefits, occupancy, services and other costs.

Financial Position

       Cash and Federal Funds Sold

       Cash consists of cash and cash items on hand, deposits and other amounts
due from other banks, and reserves deposited with the Federal Reserve Bank.
Federal funds sold consists of overnight investments of excess funds with other
financial institutions.  The amount of cash and federal funds sold carried by
BancFirst is a function of the availability of funds presented to other
institutions for clearing, BancFirst's requirements for liquidity, operating
cash and reserves, available yields, and interest rate sensitivity management.
Balances of these items can fluctuate widely based on these various factors.
Cash and federal funds sold decreased $11.3 million, or 9.3% compared to
December 31, 1996.  In 1996, cash and federal funds sold increased $6.23
million, or 5.4%, as compared to year-end 1995.  However, based on average
balances the increases for 1997 and 1996 were 9.82% and 6.8%, respectively.  The
year-end balances of cash and federal funds sold are affected by funds
temporarily deposited or withdrawn by certain customers of the bank over year
end.  Consequently, comparisons of year-end balances of cash and federal funds
sold are not necessarily reflective of the overall trend.

                                      66 
<PAGE>
 
       Securities

       During 1997, total securities increased $26.5 million, or 9.33%, compared
to an increase of $20.7 million, or 7.88%, in 1996.  The increase in 1997 was in
line with the internal growth of BancFirst, while the increase in 1996 was
primarily due to acquisitions.

       Securities available for sale represented 87.7% of the total securities
portfolio at year-end 1997, compared to 88.3% and 84% at year-end 1996 and 1995,
respectively.  These levels reflect BancFirst's strategy of maintaining a very
liquid portfolio.  Securities available for sale had a net unrealized gain of
$2.41 million at year-end 1997, compared to $1.16 million the preceding year.
These gains are included, net of tax, in BancFirst's stockholders' equity as
$1.55 million and $736,000, respectively.
<TABLE>
<CAPTION>
                                                                                          DECEMBER 31,
                                                                        ---------------------------------------------
                                                                               1997           1996            1995
                                                                        --------------   ------------    ------------
                                                                                    (DOLLARS IN THOUSANDS)
<S>                                                                     <C>              <C>             <C>
HELD FOR INVESTMENT

U. S. Treasury and other federal agencies                                     $ 19,507       $ 22,560        $ 30,352
States and political subdivisions                                               18,475         10,654          10,478
Other securities                                                                    53             75           1,175
                                                                        --------------   ------------    ------------
    Total                                                                     $ 38,035       $ 33,289        $ 42,005
                                                                        ==============   ============    ============
Estimated market value                                                        $ 38,705       $ 33,653        $ 42,577
                                                                        ==============   ============    ============
AVAILABLE FOR SALE

U. S. Treasury and other federal agencies                                     $263,315       $242,233        $216,431
States and political subdivisions                                                1,147          1,284             657
Other securities                                                                 7,846          7,051           4,020
                                                                        --------------   ------------    ------------
     Total                                                                    $272,308       $250,568        $221,108
                                                                        ==============   ============    ============
</TABLE>

       The Maturity Distribution of Securities summarizes the maturity and
weighted average taxable equivalent yields of the securities portfolios at
December 31, 1997.  BancFirst manages its securities portfolio for liquidity and
as a tool to execute its asset/liability management strategy.  Consequently, the
average maturity of the portfolio has been shortened significantly in recent
years.  The percentage of securities maturing within five years increased to
86.45% in 1997 from 85.24% in 1996.

                                      67
<PAGE>
<TABLE> 
<CAPTION> 
                                                         AFTER ONE YEAR      AFTER FIVE YEARS
                                                              BUT                 BUT
                                    WITHIN ONE YEAR    WITHIN FIVE YEARS    WITHIN TEN YEARS    AFTER TEN YEARS         TOTAL
                                  -----------------  ------------------- --------------------- ------------------ ------------------
                                   AMOUNT   YIELD      AMOUNT    YIELD     AMOUNT      YIELD     AMOUNT    YIELD    AMOUNT    YIELD
                                  -------- --------  ---------  -------- ----------  --------- ---------  ------- ----------  ------
HELD FOR                                                                (DOLLARS IN THOUSANDS)
INVESTMENT
<S>                               <C>      <C>       <C>        <C>      <C>         <C>       <C>        <C>     <C>        <C>  
U. S. Treasury
  and other federal agencies      $  6,273    6.18%   $  4,553     7.67%   $ 5,674    6.74%     $ 3,007    6.70%  $ 19,507    6.77% 

State and political subdivisions     1,573    8.47       8,483     7.37      4,026    8.07        4,393    7.27     18,475    7.59

Other securities                        --      --          --       --         53    6.26           --      --         53    6.26
                                  --------            --------             -------              -------           --------

Total                             $  7,846    6.64    $ 13,036     7.47    $ 9,753    7.29      $ 7,400    6.80   $ 38,035    7.17
                                  ========            ========             =======              =======           ========

Percentage of total                  20.63%              34.27%              25.64%               19.46%            100.00%
                                  ========            ========             =======              =======           ========

AVAILABLE FOR SALE

U. S. Treasury and
  other federal agencies          $ 46,557    6.17%   $200,161     6.34%   $ 8,241    6.71%     $ 8,356    7.22%  $263,315    6.35%

State and political subdivisions       552    6.06         140     6.44        207    7.33          248    8.17      1,147    6.79

Other securities                        --      --          --       --         --      --        7,846    5.88      7,846    5.88
                                  --------            --------             -------              -------           --------
                                 
Total                             $ 47,109    6.17    $200,301     6.34    $ 8,448    6.73      $16,450    6.60   $272,308    6.34
                                  ========            ========             =======              =======           ========
                                 
Percentage of total                  17.30%              73.56%               3.10%                6.04%            100.00%
                                  ========            ========             =======              =======           ========
                                 
Total securities                  $ 54,955    6.24    $213,337     6.41    $18,201    7.03      $23,850    6.47   $310,343    6.44
                                  ========            ========             =======              =======           ========
                                 
Percentage of total                  17.71%             68.74%               5.86%                7.69%            100.00%
                                  ========            ========             =======              =======           ========
</TABLE> 
     Loans

     BancFirst has generated significant loan growth over the past eight years
from both acquisitions and internal originations. Total loans increased $94.3
million, or 12.4%, in 1997, and $138 million, or 22.1%, in 1996. The increase in
1997 was all due to internal growth, while internal loan growth added $57.6
million to total loans in 1996. This growth is being generated primarily in the
Oklahoma City and Tulsa metropolitan markets and by specialized lending
activities such as guaranteed student loans, SBA guaranteed loans and
residential mortgage loans.

     Composition. BancFirst's loan portfolio is diversified among various types
     -----------
of commercial and individual borrowers. Commercial loans are comprised
principally of loans to companies in light manufacturing, retail and service
industries. Construction and development loans totaled only $46.7 million, or
5.44% of total loans as of the end of 1997, and oil and gas production loans
totaled only $11.5 million, or 1.34% of total loans. Real estate loans are
relatively evenly divided between mortgages on personal residences and loans
secured by commercial and other types of properties. Installment loans are
comprised mostly of loans to individuals for the purchase of vehicles and
student loans. Loans secured by real estate have always been a large proportion
of BancFirst's loan portfolio. In 1997, this percentage was 53.3% compared to
52.6% for 1996. BancFirst is subject to risk of future market
<PAGE>

fluctuations in property values relating to these loans. BancFirst attempts to
manage this risk through rigorous loan underwriting standards, training of loan
officers and close monitoring of the values of individual properties.

     The majority of the commercial real estate and other commercial loans have
maturities of one year or less. However, many of these loans are renewed at
existing or similar terms after scheduled principal reductions. Also,
approximately 67.6% of the commercial real estate and other commercial loans had
adjustable interest rates at year-end 1997. The short maturities and adjustable
interest rates on these loans allow BancFirst to maintain the majority of its
loan portfolio near market interest rates.

<TABLE>
<CAPTION>
                                                           DECEMBER 31,
                  ---------------------------------------------------------------------------------------------
                         1997               1996               1995               1994               1993
                  ------------------ -----------------  -----------------  -----------------  -----------------
                              % OF               % OF               % OF               % OF               % OF
                    AMOUNT    TOTAL    AMOUNT   TOTAL     AMOUNT   TOTAL     AMOUNT   TOTAL     AMOUNT   TOTAL
                  ---------- ------- --------- -------  --------- -------  --------- -------  --------- -------
                                                       (DOLLARS IN THOUSANDS)
<S>               <C>        <C>     <C>       <C>      <C>       <C>      <C>       <C>      <C>       <C>  
 Commercial,   
  financial and
  other            $253,684   29.57%  $223,116   29.22%  $180,923   28.94%  $156,718   30.00%  $131,088   28.11% 
 Real estate--                                                                      
  construction       46,662    5.44     37,555    4.92     27,620    4.42     29,760    5.70     19,258    4.13 
 Real estate--                                                                      
  mortgage          409,712   47.76    363,671   47.63    305,456   48.86    242,143   46.36    229,143   49.13 
 Consumer           147,838   17.23    139,217   18.23    111,163   17.78     93,693   17.94     86,867   18.63
                   --------  ------   --------- ------   --------- ------   --------  ------   --------  ------
      Total loans  $857,896  100.00%  $763,559  100.00%  $625,162  100.00%  $522,314  100.00%  $466,356  100.00%
                   ========  ======   ========  ======   ========  ======   ========  ======   ========  ======
</TABLE> 


<TABLE> 
<CAPTION> 
                                                                                  MATURING
                                                               ----------------------------------------------
                                                                           AFTER ONE
                                                                WITHIN     BUT WITHIN    AFTER
                                                               ONE YEAR    FIVE YEARS  FIVE YEARS     TOTAL
                                                               --------    ----------  ----------    --------
                                                                           (DOLLARS IN THOUSANDS)
<S>                                                            <C>         <C>         <C>           <C> 
Commercial, financial and other                                $169,159    $ 70,098      $14,427     $253,684
Real estate-- construction                                       28,849      13,656        4,157       46,662
Real estate -- mortgage (excluding loans secured by 1-4 family
 residential properties)                                        100,729      85,832       28,765      215,326
                                                               --------    --------      -------     --------  
     Total                                                     $298,737    $169,586      $47,349     $515,672
                                                               ========    ========      =======     ========
Loans with predetermined interest rates                         $82,298    $ 65,318      $19,445     $167,061
Loans with adjustable interest rates                            216,439     104,268       27,904      348,611
                                                               --------    --------      -------     --------  
     Total                                                     $298,737    $169,586      $47,349     $515,672
                                                               ========    ========      =======     ========
Percentage of total                                               57.93 %     32.89 %       9.18 %     100.00 %
                                                               ========    ========      =======     ========
</TABLE> 

     The information relating to the maturity and rate sensitivity of loans is
based upon original loan terms and is not adjusted for "rollovers." In the
ordinary course of business, loans maturing within one year may be renewed, in
whole or in part, at interest rates prevailing at the date of renewal.


                                      69
<PAGE>
 
       Nonperforming and Restructured Loans.  Nonperforming and restructured
loans increased in 1995 and 1996 primarily as a result of acquisitions but
decreased in 1997.   Nonperforming and restructured loans as a percentage of
total loans was 0.58% at year-end 1997, compared to 0.75% at year-end 1996 and
0.79% at year-end 1995.  From a historical perspective, nonperforming loans
peaked in 1986 and have gradually decreased since that time.  However, it is
reasonable to expect that over the next several years the level of nonperforming
loans and loan losses will rise to more historical norms as a result of economic
and credit cycles.

       Nonaccrual loans negatively impact BancFirst's net interest margin.  A
loan is placed on nonaccrual status when, in the opinion of management, the
future collectibility of interest and/or principal is in serious doubt.
Interest income is recognized on certain of these loans on a cash basis if the
full collection of the remaining principal balance is reasonably expected.
Otherwise, interest income is not recognized until the principal balance is
fully collected.  Total interest income which was not accrued on nonaccrual
loans outstanding at year end was approximately $206,000 in 1997 and $172,000 in
1996.  Only a small amount of this interest was ultimately collected.

       The classification of a loan as nonperforming does not necessarily
indicate that loan principal and interest will ultimately be uncollectible.
BancFirst's experience is that a significant portion of both principal and
interest is eventually recovered.  However, the above normal risk associated
with nonperforming loans is considered in the determination of the allowance for
loan losses.  At year-end 1997, the allowance for loan losses as a percentage of
nonperforming and restructured loans was 248%, compared to 207% at the end of
1996.

<TABLE>
<CAPTION>
                                                                                          DECEMBER 31,
                                                           ---------------------------------------------------------------------
                                                                1997            1996           1995           1994           1993
                                                           ------------     ----------     ----------     ----------     ---------
                                                                                    (DOLLARS IN THOUSANDS)
<S>                                                        <C>              <C>            <C>            <C>            <C>
Past due over 90 days and still accruing                         $1,076         $1,476         $  500         $  351         $  590
Nonaccrual                                                        3,511          3,643          3,724          2,715          3,278
Restructured                                                        366            643            688            654            804
                                                           ------------     ----------     ----------     ----------     ----------
     Total nonperforming and restructured loans                   4,953          5,762          4,912          3,720          4,672
Other real estate owned and repossessed assets                    1,088          1,252            858          2,354          4,220
                                                           ------------     ----------     ----------     ----------     ----------
     Total nonperforming and restructured assets                 $6,041         $7,014         $5,770         $6,074         $8,892
                                                           ============     ==========     ==========     ==========     ==========
Nonperforming and restructured loans to total loans                0.58%          0.75%          0.79%          0.71%          1.00%
                                                           ============     ==========     ==========     ==========     ==========
Nonperforming assets to total assets                               0.45%          0.57%          0.55%          0.70%          1.08%
                                                           ============     ==========     ==========     ==========     ==========
</TABLE>

       Other real estate owned and repossessed assets decreased in 1997 to $1.09
million from $1.25 million at year-end 1996.  The slight increase in other real
estate owned in 1996 was due to acquisitions during the year.  BancFirst places
a substantial amount of emphasis on disposing of these assets.  To encourage
local management to sell the other real estate as quickly as possible and to
ensure that it is carried at a conservative value, BancFirst's policy is to
write other real estate down annually by the greater of 10% of its remaining
carrying value, or the difference between its remaining carrying value and its
estimated market value.
 
       Potential problem loans are performing loans to borrowers with a weakened
financial condition, or which are experiencing unfavorable trends in their
financial condition, which causes management to have concerns as to the ability
of such borrowers to comply with the existing repayment terms.  These loans,
which are not included in nonperforming and restructured assets, totaled $12.3
million at December 31, 1997.  In general, these loans are well collateralized
and have no identifiable loss potential.  Loans which are considered to have
identifiable loss potential are placed on nonaccrual status, are allocated a
specific allowance for loss or are directly charged-down, and are reported as
nonperforming.

                                      70
<PAGE>
 
       Allowance for Loan Losses.  The allowance for loan losses reflects
Management's assessment of the risk of loss inherent in BancFirst's loan
portfolio.  The allowance and its adequacy is determined through consideration
of many factors, including evaluation of known problem loans, levels of
adversely classified, past due and nonperforming loans, loan loss experience,
and economic conditions.  To facilitate Management's assessment, BancFirst's
Asset Quality Department performs periodic loan reviews at each of the company's
locations.  The process of determining the adequacy of the allowance for loan
losses, however, necessarily involves the exercise of judgment and consideration
of numerous subjective factors and, accordingly, there can be no assurance that
the current level of the allowance will prove adequate in light of future
developments and economic conditions.  As loan quality changes with economic and
credit cycles, it would be reasonable to expect BancFirst's net charge-offs and
loan loss provisions to return to more historically normal levels.

       Adversely classified loans as a percentage of total loans, exclusive of
the effect of acquisitions, have been declining, primarily as a result of the
improving state economy and BancFirst's efforts to reduce the level of problem
loans.  Total adversely classified loans (which includes nonperforming loans,
certain restructured loans and potential problem loans described above) were
$14.8 million at the end of 1997, compared to $20.7 million for 1996 and $15.8
million at the end of 1995.  The percentage of classified loans to total loans
was 1.72% for 1997, 2.71% for 1996 and 2.53% for 1995.

   BancFirst's net charge-offs have been very low in recent years.  In 1997,
BancFirst recognized $643,000 of net charge-offs, which was only 0.08% of
average loans, compared to $654,000 of net charge-offs, or 0.09% of average
loans for 1996.

                                      71
<PAGE>
<TABLE>
<CAPTION>

                                                                       YEAR ENDED DECEMBER 31,
                                                    --------------------------------------------------------
                                                       1997       1996        1995       1994       1993
                                                    ---------- ----------  ---------  ---------- -----------
                                                                         (DOLLARS IN THOUSANDS)
<S>                                                 <C>         <C>        <C>         <C>       <C>  
Balance at beginning of year                        $ 11,945    $ 10,646    $  9,729   $   9,027   $   7,202
                                                    --------    --------    --------   ---------   ---------
Charge-offs:
   Commercial                                           (363)       (481)       (457)       (285)       (218)
   Real estate                                           (90)        (82)       (130)       (116)       (436)
   Consumer                                             (707)       (384)       (348)       (450)       (417)
   Other                                                 (80)       (120)        (78)        (68)        (83)
                                                    --------    --------    --------   ---------   ---------
       Total charge-offs                              (1,240)     (1,067)     (1,013)       (919)     (1,154)
                                                    --------    --------    --------   ---------   ---------
Recoveries:
   Commercial                                            242          98         232         400         431
   Real estate                                           163         125         154         341         251
   Consumer                                              166         155         150         148         185
   Other                                                  26          35          25          35          38
                                                    --------    --------    --------   ---------   ---------
       Total recoveries                                  597         413         561         924         905
                                                    --------    --------    --------   ---------   ---------
Net (charge-offs) recoveries                            (643)       (654)       (452)          5        (249)
Provisions charged to operations                         982         994         855         380         251
Additions from acquisitions                               --         959         514         317       1,823
                                                    --------    --------    --------   ---------   ---------
Balance at end of year                              $ 12,284    $ 11,945    $ 10,646   $   9,729   $   9,027
                                                    ========    ========    ========   =========   =========
Average loans                                       $800,086    $710,115    $577,887   $ 493,300   $ 412,306
                                                    ========    ========    ========   =========   =========
Total loans                                         $857,896    $763,559    $625,162   $ 522,314   $ 466,356
                                                    ========    ========    ========   =========   =========
Net charge-offs to average loans                        0.08 %      0.09 %      0.08 %      0.00 %      0.06 %
                                                    ========    ========    ========   =========   =========
Allowance to total loans                                1.43 %      1.56 %      1.70 %      1.86 %      1.94 %
                                                    ========    ========    ========   =========   =========
Allocation of the allowance by category of loans:
   Commercial, financial and other                  $    467    $    821    $    505   $     720   $     647
   Real estate--construction                             436         426         466         564         747
   Real estate--mortgage                                 806         731         917         927         729
   Consumer                                              149         170         188         149         155
   Unallocated                                        10,426       9,797       8,570       7,369       6,749
                                                    --------    --------    --------   ---------   ---------
       Total                                        $ 12,284    $ 11,945    $ 10,646   $   9,729   $   9,027
                                                    ========    ========    ========   =========   =========
PERCENT OF LOANS IN EACH CATEGORY TO TOTAL
LOANS:
   Commercial, financial and other                     29.57 %     29.22 %     28.94 %     30.00 %     28.11 %
   Real estate--construction                            5.44        4.92        4.42        5.70        4.13
   Real estate--mortgage                               47.76       47.63       48.86       46.36       49.13
   Consumer                                            17.23       18.23       17.78       17.94       18.63
                                                    --------    --------    --------   ---------   ---------
       Total                                          100.00 %    100.00 %    100.00 %    100.00 %    100.00 %
                                                    ========    ========    ========   =========   =========
</TABLE>

     BancFirst adopted Statement of Financing Accounting Standards No. 114,
"Accounting by Creditors for Impairment of a Loan" ("FAS 114"), in January 1995.
This accounting standard requires that impaired loans be measured based upon the
present value of future cash flows discounted at the loan's effective interest
rate or, as a practical expedient, at the loan's observable market price or the
fair value of the collateral if the loan is collateral dependent. A loan is
impaired when it is probable that the creditor will be unable to collect all
amounts due according to the contractual terms of the loan agreement.
BancFirst's impaired loans are collateral dependent. Accordingly, the amount of
impairment is measured based upon the fair value of the underlying collateral
and is included in the allowance for loan losses. The adoption of FAS 114 did
not have a material effect on the financial position or results of operations of
BancFirst.

                                       72
<PAGE>

Liquidity and Funding

     BancFirst's principal source of liquidity and funding is its diverse
deposit base generated from customer relationships. The availability of deposits
is affected by economic conditions, competition with other financial
institutions and alternative investments available to customers. Through
interest rates paid, competitive service charges and other banking services
offered, BancFirst can, to a limited extent, control its level of deposits. The
level and maturity of deposits necessary to support BancFirst's lending and
investment functions is determined through monitoring loan demand and through
its asset/liability management process.

     BancFirst's core deposits provide it with a stable, low-cost funding
source. In prior years, because of its relatively low loan to deposit ratio,
BancFirst was highly liquid and did not need to retain deposits unless a
favorable spread could be earned on the funds. However, loan growth and
securities pledging requirements have reached a level which have made it
desirable for BancFirst to generate internal deposit growth. Excluding
acquisitions, total deposits increased $69.7 million in 1997, and $43.4 million
in 1996. Much of the deposit growth has been in time deposits of $100,000 or
more. Core deposits as a percentage of total deposits decreased,
correspondingly, to 88.84% in 1997 and 89.50% in 1996. In 1996, interest-bearing
transaction deposits decreased and savings deposits increased as a result of a
new product introduced by BancFirst which sweeps excess funds in transaction
accounts into a savings account. The effect of this change is even more apparent
in the 1997 average balances.

<TABLE> 
<CAPTION> 
                                  1997         1996         1995         1994          1993
                               ----------   ----------   ----------   ----------   ----------
   AVERAGE BALANCES                               (DOLLARS IN THOUSANDS)
<S>                            <C>          <C>          <C>          <C>          <C> 
Demand deposits                $  243,213   $  228,291   $  181,495   $  163,002   $  132,847

Interest-bearing transaction 
  deposits                         20,649      111,633      179,435      173,647      146,187
                   
Savings deposits                  384,726      275,868      154,482      156,920      124,798
Time deposits under $100,000      345,847      307,839      257,052      228,429      213,895
                               ----------   ----------   ----------   ----------   ----------
     Total core deposits          994,435      923,631      772,464      721,998      617,727

Time deposits of $100,000 or
   more                           124,981      108,414       89,755       56,196       49,206
                               ----------   ----------   ----------   ----------   ----------

     Total deposits            $1,119,416   $1,032,045   $  862,219   $  778,194   $  666,933
                               ==========   ==========   ==========   ==========   ==========
</TABLE> 

<TABLE> 
<CAPTION> 
                                1997             1996             1995             1994              1993
                           --------------    -------------    -------------    -------------     --------------
PERCENTAGES OF TOTAL        
DEPOSITS AND AVERAGE        % OF              % OF              % OF            % OF               % OF
RATES PAID                  TOTAL    RATE    TOTAL    RATE    TOTAL    RATE    TOTAL    RATE     TOTAL     RATE 
                            -----    ----    -----    ----    -----    ----    -----    ----     -----     ----
<S>                        <C>      <C>      <C>     <C>      <C>     <C>     <C>      <C>       <C>      <C>  
Demand deposits             21.73%           22.12%           21.05%           20.95%            19.92%
Interest-bearing
 transaction deposits        1.84    2.64%   10.82    2.73%   20.81    3.28%   22.32    2.82%    21.92     2.83%

Savings deposits            34.37    3.00    26.73    3.11    17.92    3.79    20.16    3.08     18.71     3.03
Time deposits under
 $100,000                   30.90    5.40    29.83    5.31    29.81    5.32    29.35    3.87     32.07     3.56
                           ------           ------           ------           ------            ------
     Total core deposits    88.84            89.50            89.59            92.78             92.62
Time deposits of $100,000
  or more                   11.16    5.29    10.50    5.17    10.41    5.32     7.22    3.96      7.38     3.58  
                           ------           ------           ------           ------            ------         

                           100.00%          100.00%          100.00%          100.00%           100.00%
                           ======           ======            ======          ======            ======
     Total deposits
Average rate paid on
  interest-bearing 
  deposits                           4.26%            4.18%            4.43%            3.38%              3.24%
                                     ====             ====             ====             ====               ==== 
</TABLE> 

     BancFirst has not utilized brokered deposits. Approximately 85% of its time
deposits of $100,000 or more at December 31, 1997 mature in one year or less.


                                      73
<PAGE>
 
                                                    DECEMBER 31,
                                                        1997
                                         --------------------------------
                                                   (IN THOUSANDS)
Three months or less                                 $ 54,455
Over three through six months                          30,699
Over six through twelve months                         32,283
Over twelve months                                     21,004
 Total                                               --------
                                                     $138,441
                                                     ========

       Short-term borrowings, consisting of federal funds purchased and
repurchase agreements, are another source of funds for BancFirst.  The level of
these borrowings is determined by various factors, including customer demand and
BancFirst's ability to earn a favorable spread on the funds obtained.  Federal
funds purchased and repurchase agreements totaled $6.02 million in 1997,
compared to $3.41 million in 1996.

       In 1995, BancFirst Bank became a member of the Federal Home Loan Bank of
Topeka, Kansas (the "FHLB") and began borrowing from the FHLB at favorable
interest rates.  In 1995, a total of $15 million was borrowed on a short-term
basis, which matured in 1996.  From 1995 through 1997, approximately $2.1
million was borrowed on a long-term basis to match-fund certain long-term fixed-
rate loans.  Also in 1996, BancFirst Bank borrowed $5 million on a two-year
term.  These borrowings are collateralized by a pledge of residential first
mortgages.

       BancFirst Bank is highly liquid.  This liquidity positions BancFirst Bank
to respond to increased loan demand and other requirements for funds, or to
decreases in funding sources.  Cash flows from operations, investing activities
and other funding sources have provided the funds for the increased loan
activity.

       The liquidity of BancFirst is dependent upon dividend payments from
BancFirst Bank and its ability to obtain financing.  Banking regulations limit
bank dividends based upon net earnings retained by the bank and minimum capital
requirements.  Dividends in excess of these limits require regulatory approval.
During 1997, BancFirst paid four dividends totaling $11.6 million.

Capital Resources

       Stockholders' equity totaled $123 million at year-end 1997, compared to
$112 million at year-end 1996 and $98 million at year-end 1995.  The increases
in stockholders' equity are primarily due to net earnings retained.  The
Company's average equity capital ratio at year-end 1997 was 9.11%, compared to
8.93% for 1996 and 9.43% for 1995.  At December 31, 1997, BancFirst's leverage
ratio was 10.04% and its total risk-based capital ratio was 16.97%, compared to
7.90% and 14.23%, respectively in 1996.  These increases are primarily due to
the issuance of the Capital Securities and accumulated earnings.  The minimum
leverage ratio is 3% and the minimum total risk-based capital ratio is 8%.  The
standards are considered to be minimum requirements and banking institutions are
generally expected to maintain capital well above the minimum levels.  The
decreases in the capital ratios in 1996 were primarily due to leverage added by
acquisitions.

       In March 1995, BancFirst adopted a Stock Repurchase Program (the "SRP")
authorizing management to repurchase up to 200,000 shares of BancFirst Common
Stock.  In 1997, the SRP was amended to increase the authorized shares to be
repurchased to 350,000.  The SRP is to be used for purchases of stock by
BancFirst's ESOP, and may also be used to enhance earnings per share, provide
stock for the exercise of stock options under the BancFirst's Incentive Stock
Option Plan or to provide additional market liquidity for the stock.  During
1997, BancFirst repurchased and canceled 37,900 shares and the ESOP purchased
20,000 shares.  No purchases were made under the SRP during 1996.  During 1995,
BancFirst purchased and canceled 62,440 shares and the ESOP purchased 30,684
shares.

                                      74
<PAGE>
 
       In January 1997, BancFirst established BFC Capital Trust I, a trust
formed under the Delaware Business Trust Act.  In February 1997, the Trust
issued $25 million of aggregate liquidation amount of 9.65% Capital Securities,
Series A.  The proceeds from the sale of the Capital Securities were invested in
9.65% Junior Subordinated Deferrable Interest Debentures, Series A (the
"Debentures") of BancFirst.  The Series A Capital Securities and Debentures were
subsequently exchanged for Series B Capital Securities and Debentures, pursuant
to a Registration Rights Agreement.  The terms of the Series A and Series B
securities are identical in all material respects.  Distributions on the Capital
Securities are payable January 15 and July 15 of each year.  Such distributions
may be deferred for up to ten consecutive semi-annual periods.  The stated
maturity date of the Capital Securities is January 15, 2027, but they are
subject to mandatory redemption pursuant to optional prepayment terms.  The
Capital Securities represent an undivided interest in the Debentures, are
guaranteed by BancFirst, and are presented as long-term debt in BancFirst's
consolidated financial statements, but qualify as Tier 1 regulatory capital.
During any deferral period or during any event of default, BancFirst may not
declare or pay any dividends on any of its capital stock.

       Future dividend payments will be determined by the BancFirst's Board of
Directors in light of the earnings and financial condition of BancFirst and
BancFirst Bank, their capital needs, applicable governmental policies and
regulations and such other factors as the Board of Directors deems appropriate.
While no assurance can be given as to BancFirst's ability to pay dividends,
Management believes that, based upon the anticipated performance of BancFirst,
regular dividend payments will continue in 1998.

Market Risk

       Market risk is defined as the risk of loss related to financial
instruments from changes in interest rates, foreign currency exchange rates and
commodity prices.  BancFirst's market risk arises principally from its lending,
investing, deposit and borrowing activities.  BancFirst is not exposed to market
risk from foreign Exchange Ratios and commodity prices.  Management monitors and
controls interest rate risk through sensitivity analysis and its strategy of
creating manageable negative interest sensitivity gaps, as described under "Net
Interest Income" above.  BancFirst does not use derivative financial instruments
to manage its interest rate risk exposure.

       The table below presents BancFirst's financial instruments that are
sensitive to changes in interest rates, their expected maturities and their
estimated fair values at December 31, 1997.

<TABLE>
<CAPTION>
                                                       EXPECTED MATURITY/PRINCIPAL REPAYMENTS AT DECEMBER 31,                
                                                --------------------------------------------------------------------         
                                       AVERAGE                                                                          FAIR 
                                        RATE      1998      1999      2000     2001     2002   THEREAFTER   BALANCE     VALUE
                                       -------  --------  --------  -------  -------  -------  ----------  ---------  --------
                                                                            (DOLLARS IN THOUSANDS)                          
<S>                                    <C>      <C>       <C>       <C>      <C>      <C>      <C>         <C>        <C>    
INTEREST SENSITIVE ASSETS:                                                                                                   
Loans, net                              9.91%   $437,287  $133,974  $81,404  $58,759  $41,631   $92,557    $845,612   $845,852
Federal funds sold                      6.27      40,600        --       --       --       --        --      40,600     40,600
Securities                              6.52      56,955    62,023   54,276   56,920   38,118    42,051     310,343    311,013
                                                                                                                             
INTEREST SENSITIVE  LIABILITIES:                                                                                             
Savings and transaction deposits        3.01     419,651        --       --       --       --        --     419,651    419,651
Time deposits                           5.40     409,529    54,402   13,212    4,510    4,717        --     486,370    486,350
Short-term borrowings                   5.35       6,016        --       --       --       --        --       6,016      6,016
Long-term borrowings                    6.14       5,194       194      194      194      194     1,081       7,051      7,051
9.65% Capital Securities                9.91          --        --       --       --       --    25,000      25,000     27,908
                                                                                                                             
OFF BALANCE SHEET ITEMS:                                                                                                     
Loan commitments                          --          --        --       --       --       --        --          --      1,314
Letter of credit                          --          --        --       --       --       --        --          --        109
</TABLE>

                                       75
<PAGE>
 
       The expected maturities and principle repayments are based upon the
contractual terms of the instruments.  Prepayments have been estimated for
certain instruments with predictable prepayment rates.  Savings and transaction
deposits are assumed to mature all in the first year as they are not subject to
withdrawal restrictions and any assumptions regarding decay rates would be very
subjective.  The actual maturities and principle repayments for the financial
instruments could vary substantially from the contractual terms and assumptions
used in the analysis.

Year 2000 Exposure

       Many computer systems currently in operation worldwide use only two
digits to specify the year.  There is a significant risk that these systems will
process the year 2000 as the year 1900.  Such an error could cause the systems
to not work or to produce inaccurate information.  BancFirst is exposed to the
risk that not only the systems it uses will malfunction, but also those of its
customers, suppliers and other parties with whom it conducts business.  Such
system failures could expose BancFirst to losses from operational errors, as
well as customer claims, lawsuits and regulatory penalties for noncompliance.

       During 1997, BancFirst commenced a Year 2000 Project to conduct a
comprehensive review of its outside data processing services, internal computer
systems and other mechanical and computerized equipment.  The purpose of the
project is to determine and plan for necessary changes to assure that its
systems and equipment will function properly in the year 2000.  The Project also
includes communications with other parties to determine the extent to which the
parties are addressing the issue and the exposure to BancFirst in the event the
parties fail to adequately plan for and resolve the issue.  BancFirst's core
business applications are provided by a data processing company that is devoting
substantial resources to assure that the applications are certified as year 2000
compliant by the end of 1998.  Other required changes to systems and equipment,
and the cost of the Year 2000 Project will not materially affect the results of
operations of BancFirst.

                                       76
<PAGE>
 
                           INFORMATION ABOUT AMQUEST

GENERAL

       AmQuest is incorporated under the laws of the State of Oklahoma and is
registered as a bank holding company under the BHCA.  As such, it holds all of
the shares of its two banking subsidiaries, AmQuest Bank and ENB.

       Both AmQuest Bank and ENB provide a broad range of financial services to
individuals, business enterprises, financial institutions and governmental
authorities.  AmQuest Bank, which has seven offices in Duncan, Lawton and
Anadarko, is AmQuest's largest subsidiary, having assets of approximately $369.3
million and deposits of approximately $329.5 million at March 31, 1998.  ENB has
five offices in Ardmore, Marietta and Thackerville, Oklahoma and had assets of
approximately $196.4 million and deposits of approximately $163.6 million at
March 31, 1998.

       AmQuest, through its subsidiaries, engages in general commercial banking
business including trust services, in its market area.

MARKET PRICES OF AND CASH DIVIDENDS DECLARED ON AMQUEST COMMON STOCK

       AmQuest Common Stock is not publicly traded and, accordingly, there are
no market prices available. The following table sets forth, for the periods
indicated, the cash dividends declared per share of AmQuest Common Stock.
AmQuest's ability to pay any dividends in the future is subject to the terms of
the Merger Agreement. See "THE MERGER-Conduct of Business Pending the Merger."
The AmQuest Board determined to postpone payment of the second quarter dividend
of $0.04 per share pending the closing of the Merger and the determination of
whether AmQuest would meet the Minimum Stockholders' Equity required under the
terms of the Merger. See "THE MERGER-Conditions to the Merger; Amendment;
Termination."

                                                     DIVIDENDS
                                                     DECLARED
                                                     ---------
                  1998
                  ----
               First Quarter.......................      $0.04
               Second Quarter......................       0.04
               Third Quarter (through July, 1998)..         --
 
                  1997
                  ----
               First Quarter.......................       0.04
               Second Quarter......................       0.04
               Third Quarter.......................       0.04
               Fourth Quarter......................       0.04
 
                  1996
                  ----
               First Quarter.......................      $0.04
               Second Quarter......................       0.04
               Third Quarter.......................       0.04
               Fourth Quarter......................       0.04

OWNERSHIP OF AMQUEST COMMON STOCK

       Set forth below is certain information regarding beneficial ownership of
AmQuest Common Stock as of the AmQuest Record Date by (i) each person known to
AmQuest to beneficially own as of such date more than 5% of the issued and
outstanding shares of Common Stock; (ii) each of AmQuest's directors; (iii)
AmQuest's chief executive officer and each of AmQuest's other executive officers
whose annual compensation exceeds $100,000 per 

                                       77
<PAGE>
 
year; and (iv) all executive officers and directors of AmQuest as a group.
Beneficial ownership is determined based on rules of the Commission under which
a person who has the direct or indirect sole or shared power to vote or direct
the disposition of shares of AmQuest Common Stock is considered to be the
beneficial owner even if such person does not have an economic interest in such
shares. Accordingly, a person who is a trustee or co-trustee of a trust having
the right to vote or dispose of the AmQuest Common Stock owned by a trust is
considered to be the beneficial owner of the shares even though the
beneficiaries of the trust will receive any economic benefits of such ownership.

<TABLE>
<CAPTION>
                                                                      Number of Shares               Percent of
                            Name                                   and Nature of Ownership            Class (1)
                            ----                                   -----------------------           ----------
<S>                                                                <C>                               <C>
David L. Benefield                                                      337,002   /(2)/                 10.65%
John E. Campbell, Jr.                                                   405,525   /(3)/                 12.81%
Terrence Cooksey, Director and Chief Executive Officer                   43,535   /(4)/                  1.36%
Tom C. Craighead, Director                                               20,972   /(5)/                  0.66%
Richard E. Dixon, Executive Officer                                      22,950   /(6)/                  0.72%
Fred L. Fitch, Director                                                     884   /(7)/                  0.03%
John C. Hugon, Vice Chairman /(a)/                                       10,700   /(8)/                  0.34%
Investors Trust Company /(a)/                                         1,834,396   /(9)/                 58.04%
Thomas J. Jones, Jr., Director                                           226,605 /(10)/                  7.16%
Robert D. Kelley, Director                                                 3,599 /(11)/                  0.11%
Mark J. McCasland /(a)/                                                  499,164 /(12)/                 15.77%
T. H. McCasland, Jr., Chairman /(a)/                                       3,562 /(13)/                  0.11%
Tom McCasland, III /(a)/                                                 272,100 /(14)/                  8.61%
Bedford M. Mitchell, Jr., Director                                         3,650 /(15)/                  0.12%
Joe D. Morris, Executive Officer                                          10,633 /(16)/                  0.34%
Michael V. Parks, Executive Officer                                        9,892 /(17)/                  0.31%
Richard D. Phillips                                                      199,608 /(18)/                  6.32%
David Ragland, Director                                                   32,300 /(19)/                  1.01%
All directors and executive officers as a group                          389,282 /(20)/                 12.06%
</TABLE>
_______________________________

(1)  Percent of Class is calculated without regard to shares of AmQuest Common
     Stock issuable upon exercise of outstanding stock options, except that any
     shares a person is deemed to own by having a right to acquire by exercise
     of an option are considered outstanding solely for purposes of calculating
     such person's percentage ownership.  Each share of AmQuest Common Stock is
     entitled to one vote on all matters submitted to stockholders.
(2)  Shares beneficially owned by Mr. Benefield, whose address is 16 S. 9/th/,
     Duncan, Oklahoma 73533, include 137,439 shares held by the named individual
     as co-trustee, with Investors Trust Company, of trusts for the benefit of
     various persons, over which such individual has sole voting and investment
     power; and 199,563 shares over which such individual has shared voting and
     investment power.
(3)  Shares beneficially owned by Mr. Campbell, whose address is 16 S. 9/th/,
     Duncan, Oklahoma 73533, include 405,525 shares held as co-trustee with
     Investors Trust Company of trusts for the benefit of various persons over
     which he has sole voting power.
(4)  Includes 1,182 shares over which the named individual has sole voting and
     investment power; 2,742 shares over which such individual has shared voting
     and investment power; and 39,611 shares issuable under stock options
     currently exercisable or exercisable within 60 days assuming the Merger is
     consummated within such time.

                                       78
<PAGE>
 
(5)  Includes 2,600 shares over which the named individual has sole voting and
     investment power and 18,372 shares over which such individual has shared
     voting and investment power.
(6)  Includes 18,450 shares over which the named individual has sole voting and
     investment power; 3,000 shares over which the named individual has shared
     voting and investment power; and 1,500 shares issuable under stock options
     currently exercisable or exercisable within 60 days assuming the Merger is
     consummated within such time.
(7)  Includes 884 shares over which the named individual has sole voting and
     investment power.
(8)  Includes 10,200 shares over which the named individual has sole voting and
     investment power; and 500 shares over which the named individual has shared
     voting and investment power.
(9)  Shares beneficially owned by Investors Trust Company, the address of which
     is P.O. Box 400, Duncan, Oklahoma 73534, include 366,030 shares over which
     the named holder has sole voting and investment power; 598,782 shares over
     which the named holder has shared voting and investment power; and 869,584
     shares over which the named holder has sole dispositive power.   A total of
     1,202,946 shares included as beneficially owned by Investors Trust Company
     are also included as beneficially owned by other persons listed in the
     table as a result of such persons having sole or shared voting or
     dispositive power over such shares pursuant to the terms of the applicable
     trust agreements.
(10) Shares beneficially owned by Mr. Jones, whose address is 16 S. 9/th/,
     Duncan, Oklahoma 73533, include 26,869 shares over which the named
     individual has sole voting and investment power, and 199,736 shares over
     which the named individual has shared voting and investment power.
(11) Includes 3,599 shares over which the named individual has sole voting and
     investment power.
(12) Shares beneficially owned by Mr. McCasland, whose address is P.O. Box 400,
     Duncan, Oklahoma 73534, include 475,854 shares over which the named
     individual has sole voting and investment power; and 23,310 shares over
     which the named individual has shared voting and investment power.
(13) Includes 2,200 shares over which the named individual has sole voting and
     investment power; and 1,362 shares over which the named individual has
     shared voting and investment power.
(14) Shares beneficially owned by Mr. McCasland, III, whose address is P.O. Box
     400, Duncan, Oklahoma 73534, include 269,938 shares over which the named
     individual has sole voting and investment power; and 2,162 shares over
     which the named individual has shared voting and investment power.
(15) Includes 750 shares over which the named individual has sole voting and
     investment power; and 2,900 shares issuable under stock options currently
     exercisable or exercisable within 60 days assuming the Merger is
     consummated within such time.
(16) Includes 500 shares over which the named individual has shared voting and
     investment power; and 10,133 shares issuable under stock options currently
     exercisable or exercisable within 60 days assuming the Merger is
     consummated within such time.
(17) Includes 440 shares over which the named holder has sole voting and
     investment power; 400 shares over which the named holder has shared voting
     and investment power; and 9,052 shares issuable under stock options
     currently exercisable or exercisable within 60 days assuming the Merger is
     consummated within such time.
(18) Mr. Phillips, whose address is 16 S. 9/th/, Duncan, Oklahoma 73533, has
     shared voting and investment power of the shares shown as beneficially
     owned by him.
(19) Includes 3,800 shares over which the named individual has sole voting and
     investment power and 28,500 shares over which the named individual has
     shared voting and investment power.
(20) Includes 61,274 shares over which the named individuals have sole voting
     and investment power; 264,812 shares over which the named individuals have
     shared voting and investment power; and 63,196 shares issuable under stock
     options currently exercisable or exercisable within 60 days assuming the
     Merger is consummated within such time.
(a)  Investors Trust Company is a privately held trust company owned directly or
     indirectly by T. H. McCasland, Jr., Mark J. McCasland, Tom McCasland, III,
     Marilyn M. Hugon (spouse of John C. Hugon) and Diane Garis and Barbara
     Braught (not separately listed in the table) or members of their respective
     families.  Any voting or disposition of the shares of AmQuest Common Stock
     by Investors Trust Company is determined by its board of directors.  No
     attribution of beneficial ownership of shares included as beneficially
     owned by Investors Trust Company has been made separately to its board
     members or owners, all of whom disclaim beneficial ownership of shares in
     such capacities.

                                       79
<PAGE>
 
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATION (AMQUEST)

       The following discussion and analysis is intended to provide greater
details of the results of operations and financial condition of AmQuest.  The
following discussion should be read in conjunction with the information under
"SELECTED CONSOLIDATED FINANCIAL DATA" and AmQuest's consolidated financial
statements and notes thereto and other financial data included elsewhere in this
Proxy Statement/Prospectus.  Certain statements under this caption constitute
"forward-looking statements" under Section 27A of the Securities Act and Section
21E of the Exchange Act which involve risks and uncertainties.  AmQuest's actual
results may differ significantly from the results discussed in such forward-
looking statements.  Factors that might cause such a difference include but are
not limited to economic conditions, competition in the geographic and business
areas in which AmQuest conducts its operations, fluctuations in interest rates,
credit quality and government regulation.  For additional information concerning
these and other factors, see "RISK FACTORS" and "INFORMATION ABOUT AMQUEST."

SUMMARY

       Net income for 1997 was approximately $4.4 million, down from $5.5
million for 1996 and $4.6 million for 1995. The corresponding basic earnings per
common share were $1.40 for 1997, $1.69 for 1996 and $1.34 for 1995. Net income
for 1997 was adversely affected by a nonrecurring expense of $1.2 million
related to costs to settle a longstanding lawsuit and higher than recent
historical provisions for loan losses.

       Total assets at year end 1997 increased $40.7 million, or 7.6% to $577.1
million from year end 1996, as a result of the acquisition of American National
Bank of Lawton in March 1997 ($49.1 million in total assets, net of cash
consideration). Total loans at year end 1997 increased $21.6 million,
representing growth of 6.9%. Year end 1997 total deposits increased $35.4
million, or 7.6% compared to 1996. Average loans to deposits in 1997 rose to
68.2% from 65.6% in 1996. Stockholders' equity increased $4.0 million while
average stockholders' equity to average assets declined to 8.7%, from 9.1% for
1996.

       Asset quality remained high in 1997 with nonperforming and restructured
assets to total assets of 0.64%, compared to 0.87% for 1996.  The allowance for
loan losses to nonperforming and restructured loans was 93.8% at year-end 1997
and 64.8 % at the end of 1996.

       For the first three months of 1998, net income was $1.4 million or $0.43
per common share compared to $1.2 million or $0.39 per common share for the
first three months of 1997.  Average assets in the first quarter of 1998 did not
materially change from 1997 average assets but were up 7.0% compared to the
first quarter of 1997.  Loans and deposits also increased slightly in the first
quarter of 1998 compared to the first quarter of 1997.

RESULTS OF OPERATIONS

Net Interest Income

       Net interest income, which is AmQuest's principal source of operating
revenue, increased 10.1% in 1997 to $22.8 million, after increasing 6.8% in 1996
compared to 1995, primarily due to growth resulting from acquisitions and
internal growth.  The net interest margin on a taxable equivalent basis has
remained stable during the last three years at 4.53%, compared to 4.51% for 1996
and 4.47% for 1995, reflecting generally stable interest rates and consistent
loan to deposit ratios.  In the first quarter of 1998, net interest income was
$5.9 million, up 12.5% from the first quarter of 1997 as the net interest margin
improved to 4.61% versus 4.33%.

                                       80
<PAGE>
 
                            AMQUEST FINANCIAL CORP.
       CONSOLIDATED AVERAGE BALANCE SHEETS AND INTEREST MARGIN ANALYSIS
                           TAXABLE EQUIVALENT BASIS 
                            (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                 MARCH 31, 1998                        MARCH 31, 1997 
                                                                 --------------                        -------------- 
                                                                     INTEREST    AVERAGE                INTEREST     AVERAGE
                                                      AVERAGE        INCOME/     YIELD/       AVERAGE    INCOME/     YIELD/
                                                      BALANCE        EXPENSE      RATE        BALANCE    EXPENSE      RATE
                                                     --------       --------     ------      --------   --------     -----
                                                                                                         
<S>                                               <C>             <C>            <C>         <C>         <C>           <C>
ASSETS                                          
Earning Assets:                                 
  Loans                                              $328,448        $ 7,377       8.99%     $315,125     $6,996      8.88%
  Investments-taxable                                 153,552          2,436       6.35%      134,125      2,128      6.35%
  Investments-tax exempt                               27,604            526       7.62%       31,407        588      7.49%
  Federal Funds Sold                                   17,707            239       5.40%       21,482        280      5.21%
                                                     --------        -------                 --------     ------      
    Total Earning Assets                             $527,311        $10,578       8.02%     $502,139     $9,992      7.96%
                                                     --------        -------                 --------     ------           
Nonearning assets:                                                                                                
  Cash and due from banks                            $ 21,057                                $ 17,885                      
  Interest receivable and other assets                 24,221                                  15,126                      
  Allowance for possible loan losses                   (3,206)                                 (2,922)                     
                                                     --------                                --------                      
    Total nonearning assets                          $ 42,072                                $ 30,089                      
                                                     --------                                --------                      
                                                                                                                  
    Total assets                                     $569,383                                $532,228                      
                                                     ========                                ========                      
LIABILITIES AND                                                                                                   
  STOCKHOLDERS' EQUITY                                                                                            
Interest-bearing liabilities:                                                                                     
  Transaction deposits                               $121,832        $   722       2.37%     $101,125     $  621      2.46%
  Savings deposits                                     58,381            420       2.88%       55,906        413      2.95%
  Time deposits                                       232,273          3,092       5.32%      241,395      3,285      5.44%
  Federal Funds Purchased and                                                                                    
  repurchase agreements                                12,082            155       5.13%        9,382        120      5.12%
  Short-term borrowings                                 6,000             91       6.07%        1,200         18      6.00%
  Long-term borrowings                                  2,533             25       3.95%        6,000         93      6.20%
                                                     --------        -------                 --------     ------      
    Total interest-bearing liabilities               $433,101        $ 4,505       4.16%     $415,008     $4,550      4.39%
                                                     --------        -------                 --------     ------           
                                                                                                                  
    Total liabilities and stockholders' equity       $569,383                                $532,228                      
                                                     ========                                ========                      
                                                                                                                  
Net interest income                                                  $ 6,073                              $5,442           
                                                                     =======                              ======           
                                                                                                                  
Net interest spread                                                                3.86%                              3.57%
                                                                                   ====                               ==== 
                                                                                                                  
Net interest margin                                                                4.61%                              4.33%
                                                                                   ====                               ==== 

<CAPTION>
                                                            DECEMBER 31, 1997                      DECEMBER 31, 1996
                                                            -----------------                      -----------------
                                                                     INTEREST     AVERAGE               INTEREST     AVERAGE 
                                                      AVERAGE        INCOME/      YIELD/      AVERAGE    INCOME/     YIELD/ 
                                                      BALANCE        EXPENSE       RATE       BALANCE    EXPENSE      RATE  
                                                     --------       --------      -----      --------   --------     -----  
<S>                                                 <C>            <C>            <C>         <C>           <C>       <C>
ASSETS                                                                                                             
Earning Assets:                                                                                                    
  Loans                                              $331,937        $29,870       9.00%     $292,831    $26,925      9.19%
  Investments-taxable                                 139,903          9,093       6.50%      142,633      9,015      6.32%
  Investments-tax exempt                               30,877          2,329       7.54%       33,217      2,471      7.44%
  Federal Funds Sold                                   17,218            929       5.40%        8,892        472      5.31%
                                                     --------        -------                 --------     ------      
    Total Earning Assets                             $519,935        $42,221       8.12%     $477,573    $38,883      8.14%
                                                     --------        -------       ----      --------     ------   
                                                                                                                   
Nonearning assets:                                                                                                 
  Cash and due from banks                            $ 19,630                                $ 15,966              
  Interest receivable and other assets                 20,582                                  16,704              
  Allowance for possible loan losses                   (3,376)                                 (2,938)             
                                                     --------                                --------              
    Total nonearning assets                          $ 36,836                                $ 29,732              
                                                     --------                                --------              
    Total assets                                     $556,771                                $507,305              
                                                     ========                                ========              
LIABILITIES AND                                                                                                    
  STOCKHOLDERS' EQUITY                                                                                             
Interest-bearing liabilities:                                                                                      
  Transaction deposits                               $112,833        $ 2,813       2.49%     $ 98,391    $ 2,564      2.61%
  Savings deposits                                     59,539          1,787       3.00%       56,988      1,717      3.01%
  Time deposits                                       239,430         13,141       5.49%      227,523     12,479      5.48%
  Federal Funds Purchased and                                                                                      
  repurchase agreements                                10,593            549       5.18%        9,051        469      5.18%
  Short-term borrowings                                 2,167            124       5.72%        1,213         74      6.10%
  Long-term borrowings                                  4,129            239       5.79%        1,164         57      4.90%
                                                     --------        -------                 --------     ------      
    Total interest-bearing liabilities               $428,691        $18,653       4.35%     $394,330    $17,360      4.40%
                                                     --------        -------       ----      --------     ------   
                                                                                                                   
    Total liabilities and stockholders' equity       $556,771                                $507,305              
                                                     ========                                ========              
                                                                                                                   
Net interest income                                                  $23,568                             $21,523   
                                                                     =======                             =======   
                                                                                                                   
Net interest spread                                                                3.77%                              3.74%
                                                                                   ====                               ====
                                                                                                                   
Net interest margin                                                                4.53%                              4.51%
                                                                                   ====                               ====
 
<CAPTION>  

                                                                     DECEMBER 31, 1995
                                                                     -----------------
                                                                          INTEREST          AVERAGE 
                                                           AVERAGE         INCOME/          YIELD/
                                                           BALANCE         EXPENSE           RATE     
                                                           -------        --------          -----
<S>                                                       <C>             <C>               <C>
ASSETS
Earning Assets:
  Loans                                                   $275,068         $25,455           9.25%
  Investments-taxable                                      135,586           8,472           6.25%
  Investments-tax exempt                                    34,169           2,495           7.30%
  Federal Funds Sold                                         7,123             389           5.46%
                                                          --------         -------           
    Total Earning Assets                                  $451,946         $36,811           8.14%
                                                          --------         -------
 
Nonearning assets:
  Cash and due from banks                                 $ 17,223
  Interest receivable and other assets                      14,466
  Allowance for possible loan losses                        (2,767)
                                                          --------
    Total nonearning assets                               $ 28,922
                                                          --------
 
    Total assets                                          $480,868
                                                          ========
 LIABILITIES AND
  STOCKHOLDERS' EQUITY
Interest-bearing liabilities:
  Transaction deposits                                    $107,301         $ 3,080           2.87%
  Savings deposits                                          48,543           1,572           3.24%
  Time deposits                                            207,397          11,464           5.53%
  Federal Funds Purchased and                                8,002             423           5.29%
  repurchase agreements
  Short-term borrowings                                      
  Long-term borrowings                                       1,000              52           5.20%
                                                          --------         -------           
    Total interest-bearing liabilities                    $372,243         $16,591           4.46%
                                                          --------         -------
     Total liabilities and stockholders' equity           $480,868
                                                          ========
 Net interest income                                                       $20,220
                                                                           =======
 Net interest spread                                                                         3.68%
                                                                                             ====
 Net interest margin                                                                         4.47%
                                                                                             ====
</TABLE>
                                                                                

                                       81
<PAGE>
 
       Changes in the volume of earning assets and interest-bearing liabilities,
and changes in interest rates determine the change in net interest income. The
increases in net interest income in recent years have been primarily due to
volume changes rather than changes in interest rates. The Volume/Rate Analysis
table below summarizes the relative contribution of each of these components to
the increases in net interest income in 1997 and 1996. The increase in net
interest income in 1997 can be attributed to the increase in loan volume and an
increase in net earning assets. Average loans rose 13.4% in 1997 compared to
1996. At the same time, average net earning assets increased to $91.2 million
from $83.2 million for 1996, an increase of 9.6%. In 1996, average loans
increased 6.5% over 1996 and average net earning assets increased to $83.2
million from $79.7 million for 1995, an increase of 4.4%.

       In the first quarter of 1998, average loans increased 4.2% compared to
the first quarter of 1997 and net earning assets were $94.2 million compared to
$87.1 million in the first quarter of 1997, an increase of 8.2%.

<TABLE>
<CAPTION>
 
                                                 CHANGE IN 1997                    CHANGE IN 1996
                                            --------------------------      --------------------------
                                                       DUE TO                         DUE TO   
                                                       VOLUME   DUE TO                VOLUME    DUE TO
                                             TOTAL       (1)     RATE        TOTAL      (1)      RATE
                                            --------   ------   ------      ------    ------    ------
                                                              (DOLLARS IN THOUSANDS)
<S>                                         <C>          <C>      <C>         <C>       <C>       <C> 
INCREASE (DECREASE) IN:
INTEREST INCOME:
    Loans                                     $2,945   $3,519    $(574)     $1,470    $1,633    $(163)
    Investments-taxable                           78     (177)     255         543       445       98
    Investments-tax exempt                      (142)    (177)      35         (24)      (71)      47
    Federal funds sold                           457      449        8          83        94      (11)
                                              ------   ------    -----      ------    ------    -----
        Total interest income                 $3,338   $3,614    $(276)     $2,072    $2,101    $ (29) 
                                              ------   ------    -----      ------    ------    -----
INTEREST EXPENSE:                                                          
    Transaction deposits                      $  249   $  360    $(111)     $ (516)   $ (232)   $(284)
    Savings deposits                              70       77       (7)        145       254     (109)
    Time deposits                                662      654        8       1,015     1,104      (89)
    Federal funds purchased and                   80       80        0          46        54       (8)
       repurchase agreements                                               
    Short-term borrowings                         50       55       (5)         74        74        0
    Long-term borrowings                         182      172       10           5         8       (3)
                                              ------   ------    -----      ------    ------    -----
        Total interest expense                $1,293   $1,398    $(105)     $  769    $1,262    $(493)
                                              ------   ------    -----      ------    ------    -----
Net interest income                           $2,045   $2,216    $(171)     $1,303    $  839    $ 464
                                              ======   ======    =====      ======    ======    =====
</TABLE> 

(1) The change in interest due to change in mix has been allocated in total to
    volume changes.

                                       82
<PAGE>
 
       Interest rate sensitivity analysis measures the sensitivity of the
AmQuest's net interest margin to changes in interest rates by analyzing the
repricing relationship between its earning assets and interest-bearing
liabilities. This analysis is limited by the fact that it presents a static
position as of a single day and is not necessarily indicative of AmQuest's
position at any other point in time, and does not take into account the
sensitivity of yields and rates of specific assets and liabilities to changes in
market rates. At year end 1997, AmQuest generally maintained negative interest
sensitivity gaps, reflecting AmQuest's stable core deposit base and the
relatively short maturity and repricing frequency of its loan portfolio.

       The Analysis of Interest Rate Sensitivity presents AmQuest's earning
assets and interest-bearing liabilities based on maturity and repricing
frequency at December 31, 1997. At this date, interest-bearing liabilities
exceeded earning assets by $162.1 million in the three month interval and $50.1
million in the 4-12 month interval. Earning assets exceeded interest bearing
liabilities in the 1-5 year interval by $235.8 million. If short term interest
rates rise relative to long term rates, AmQuest's net interest margin would
decline unless AmQuest adjusts its gap position or employs other strategies to
enhance its margin. This negative gap position assumes that AmQuest's core
savings and transaction deposits are immediately rate sensitive.

<TABLE>
<CAPTION>
                                             INTEREST RATE SENSITIVE            NONINTEREST RATE SENSITIVE
                                         -------------------------------      ------------------------------      -----------
                                            0 TO 3            4 TO 12            1 TO 5            OVER 5
                                            MONTHS            MONTHS             YEARS             YEARS             TOTAL
                                         ------------      -------------      ------------      ------------      -----------
                                                                            (DOLLARS IN THOUSANDS)
<S>                                  <C>                   <C>                <C>               <C>               <C>
EARNING ASSETS:                                                                                 

 Loans                                      $  89,107        $  39,108          $181,658          $ 25,916         $335,789
                                                                                                          
 Federal funds sold                            15,662               --                --                --           15,662
                                                                                                          
 Securities                                     9,071           32,437            91,422            43,750          176,680
                                            ---------        ---------          --------          --------         -------- 
  Total                                     $ 113,840        $  71,545          $273,080          $ 69,666         $528,131
                                            =========        =========          ========          ========         ======== 
                                                                                                          
FUNDING SOURCES:                                                                                          
                                                                                                          
 Noninterest-bearing demand                 $      --        $      --          $     --          $ 42,439         $ 42,439
  deposits (1)                                                                                            
                                                                                                          
 Savings and transaction deposits             183,025               --                --                --          183,025
                                                                                                          
 Time deposits of $100M or more                16,366           23,595             5,462                --           45,423
                                                                                                          
 Time deposits under $100M                     64,790           92,022            31,817                --          188,629
                                                                                                          
 Federal funds purchased and                                                                              
                                                                                                          
  repurchase agreements                        11,785               --                --                --           11,785
                                                                                                          
 Short-term borrowings                             --            6,000                --                --            6,000
                                                                                                          
 Long-term borrowings                              --               --                                                   --
                                                   --               --                --            50,830           50,830
 Stockholders' equity                                                                                     
                                            ---------        ---------          --------          --------         -------- 
  Total                                     $ 275,966        $ 121,617          $ 37,279          $ 93,269         $528,131
                                            =========        =========          ========          ========         ========
                                                                                                          
Interest sensitivity gap                    $(162,126)       $ (50,072)         $235,801          $(23,603)
                                                                                                          
Cumulative gap                              $(162,126)       $(212,198)         $ 23,603          $     --
                                                                                                          
Cumulative gap as a percentage                                                                            
 of total earning assets                       (30.70)%         (40.18)%            4.47%             0.00%

</TABLE> 

(1)  Represents the amount of demand deposits required to support earning assets
     in excess of interest-bearing liabilities and stockholders' equity.

Provision for Loan Losses

       The provision for loan losses was $1.6 million for 1997 compared to $0.6
million for 1996, and $0.7 million for 1995.  The increased provision in 1997
reflects higher than normal loan losses on selected loans rather than a general
deterioration in loan quality.  For the first three months of 1998, the
provision was $0.2 million compared to $0.3 million for the first three months
of 1997.  Net loan charge-offs were $1.7 million for 1997, compared to $0.7
million for 1996 and $0.5 million for 1995.  For the first three months of 1998,
net loan charge-offs were $0.1 million.  A more detailed discussion of the
allowance for loan losses is provided under "-Loans."

                                       83
<PAGE>
 
Noninterest Income

       Noninterest income increased in 1997 to $4.9 million, or 15.8%, compared
to $4.2 million in 1996 and $4.2 million in 1995. In the first three months of
1998, non-interest income was $1.2 million compared to $1.1 million in the first
three months of 1997. The 1997 increase reflects growth as a result of the
American National Bank acquisition.

Noninterest Expense

       Total noninterest expense increased in 1997 by 19.9% to $19.6 million,
compared to essentially no change in 1996 and 1995 compared to the prior years.
The 1997 increase primarily reflects a nonrecurring expense of $1.2 million
relating to a litigation claim and additional operating expenses due to the
American National Bank acquisition.  In the first quarter of 1998, noninterest
expense was $4.8 million compared to $4.2 million in the first quarter of 1997,
an increase of 14.3%, primarily as a result of the acquisition of American
National Bank which did not occur until after the end of the 1997 first quarter.

Income Taxes

       Income tax expense decreased to $2.1 million in 1997 from $2.5 million
for 1996 as a result of the decline in net income. The primary reasons for the
difference between AmQuest's effective tax rate and the federal statutory rate
are nondeductible amortization and state tax expense.

       Since banks have traditionally carried large amounts of tax-exempt
securities and loans, certain financial information is prepared on a taxable
equivalent basis to facilitate analysis of yields and changes in components of
earnings. Income and yield information on a taxable equivalent basis have been
presented for this purpose.

Impact of Inflation

       The impact of inflation on financial institutions differs significantly
from that of industrial or commercial companies. The assets of financial
institutions are predominantly monetary, as opposed to fixed or nonmonetary
assets such as premises, equipment and inventory. As a result, there is little
exposure to inflated earnings by understated depreciation charges or
significantly understated current values of assets. Although inflation can have
an indirect effect by leading to higher interest rates, financial institutions
are in a position to monitor the effects on interest costs and yields and
respond to inflationary trends through management of interest rate sensitivity.
Inflation can also have an impact on noninterest expenses such as salaries and
employee benefits, occupancy, services and other costs.


FINANCIAL POSITION

Cash and Federal Funds Sold

       Cash consists of cash and cash items on hand, deposits and other amounts
due from other banks, and reserves deposited with the Federal Reserve Bank.
Federal funds sold consists of overnight investments of excess funds with other
financial institutions. The amount of cash and federal funds sold carried by
AmQuest is a function of the availability of funds presented to other
institutions for clearing, AmQuest's requirements for liquidity, operating cash
and reserves, available yields, and interest rate sensitivity management.
Balances of these items can fluctuate widely based on these various factors. In
1997 average cash and federal funds sold increased $11.0 million, or 42.5%
compared to 1996 and represented 6.6% of average assets in 1997 versus 5.1% in
1996. In 1996, cash and federal funds sold increased $1.5 million, or 6%, as
compared to 1995. The increase in 1997 resulted primarily from loan paydowns and
maintenance of additional liquidity. In the first quarter of 1998, cash and
federal fund sold averaged $38.8 million, down 1.5% from the first quarter of
1997, and represented 6.8% of average total assets.

                                       84
<PAGE>
 
Securities

       During 1997, average total securities declined $5.1 million, or 2.9%,
compared to 1996.  In 1996, average total securities increased $6.1 million, or
3.6%, compared to 1995.  Average securities represented 30.7%, 34.6% and 35.3%
of average total assets for 1997, 1996 and 1995, respectively.  In the first
quarter of 1998, total securities averaged 31.8% of average total assets versus
31.1% in the first quarter of 1997.

       Securities available for sale represented 43.4% of the total securities
portfolio at year-end 1997, compared to 36.2% and 34.3% at year-end 1996 and
1995, respectively.  These levels reflect AmQuest's strategy of maintaining a
liquid portfolio.  Securities available for sale had a net unrealized gain of
$0.4 million at year-end 1997, compared to $0.1 million the preceding year.
These gains are included, net of tax, in AmQuest's stockholders' equity as $0.2
million and $0.1 million, respectively.

       The following table reflects the composition of AmQuest's securities
portfolio at the dates indicated.

<TABLE>
<CAPTION>
                                                                               DECEMBER 31,
                                                            -------------------------------------------------
                                                                 1997            1996               1995
                                                            -------------   -------------     ---------------
                                                                          (DOLLARS IN THOUSANDS)
<S>                                                           <C>             <C>               <C>
HELD TO MATURITY
U. S. Treasury and other federal agencies                        $ 73,176        $ 72,972            $ 79,874
States and political subdivisions                                  26,903          31,752              34,261
                                                                 --------        --------            --------
   Total                                                         $100,079        $104,724            $114,135
                                                                 ========        ========            ========
Estimated market value                                           $101,301        $105,267            $115,056
                                                                 ========        ========            ========
AVAILABLE FOR SALE AND EQUITY SECURITIES
U. S. Treasury and other federal agencies                        $ 72,114        $ 57,597            $ 58,111
States and political subdivisions                                   2,215              --                  --
Equity securities                                                   2,272           1,834               1,520
                                                                 --------        --------            --------
   Total                                                         $ 76,601        $ 59,431            $ 59,631
                                                                 ========        ========            ========
</TABLE>
                                                                                

                                       85
<PAGE>
 
       The following table summarizes the maturity and weighted average taxable
equivalent yields of the securities portfolio at December 31, 1997.

<TABLE>
<CAPTION>
                                                   AFTER ONE YEAR     AFTER FIVE YEARS                                         
                                                         BUT                BUT                 
                             WITHIN ONE YEAR      WITHIN FIVE YEARS   WITHIN TEN YEARS   AFTER TEN YEARS         TOTAL
                             -----------------    -----------------   ----------------   ---------------    ----------------
                             AMOUNT      YIELD    AMOUNT     YIELD    AMOUNT     YIELD   AMOUNT    YIELD    AMOUNT    YIELD
                             ------      -----    ------    -------   ------     -----   ------    -----    ------    ------
                                                                 (DOLLARS IN THOUSANDS) 
<S>                          <C>        <C>     <C>        <C>       <C>        <C>     <C>       <C>     <C>       <C> 
HELD TO MATURITY                                                                                                        
U. S. Treasury and other 
 federal agencies            $15,159    5.89%   $25,619    6.34%     $13,965    6.67%   $18,433   7.39%   $ 73,176  6.58%
                                                                                                                        
State and political                                                                                                              
 subdivisions                  5,796    7.11%    14,719    7.79%       5,020    7.60%     1,368   9.02%     26,903  7.68%
                                                                                                                        
Other securities                  --      --         --      --           --      --         --     --          --    -- 
                             -------            -------              -------            -------            -------      
Total                        $20,955    6.23%   $40,338    6.90%     $18,985    6.92%   $19,801   7.50%   $100,079  6.89%
                             =======            =======              =======            =======           ========      
Percentage of  total           20.94%             40.30%               18.97%             19.79%            100.00%     
                             =======            =======              =======            =======           ========
AVAILABLE FOR SALE AND 
 EQUITY SECURITIES                                                                                  
U. S. Treasury and other 
 federal agencies            $10,002    5.94%   $34,581    6.45%     $ 7,566    6.43%   $19,965   6.64%   $ 72,114  6.43%
                                                                                                           
State and  political            
 subdivisions                  1,599    7.52%       180    9.10%         436    7.65%                        2,215  7.69%
                                                                                                           
Equity securities                 --      --         --      --           --      --      2,272   6.40%      2,272  6.58% 
                             -------            -------              -------            -------           -------- 
Total                        $11,601    6.12%   $34,761    6.46%     $ 8,002    6.50%   $22,237   6.62%   $ 76,601  6.47%
                             =======            =======              =======            =======           ========
Percentage of total            15.14%             45.38%               10.45%             29.03%            100.00   
                             =======            =======              =======            =======           ========
Total securities             $32,556    6.19%   $75,099    6.70%     $26,987    6.79%   $42,038   7.03%   $176,680  6.70% 
                             =======            =======              =======            =======           ========
Percentage of total            18.43%             42.51%               15.27%             23.79%            100.00%
                             =======            =======              =======            =======           ========
</TABLE>

Loans

       AmQuest has generated significant loan growth over the past three years.
Average total loans increased $39.1 million, or 13.3%, in 1997 compared to 1996,
and $17.8 million, or 6.5%, in 1996 compared to 1995.  These increases were
primarily due to acquisitions.  Average total loans represented 59.6%, 57.6% and
57.2% of average total assets for 1997, 1996 and 1995, respectively.  In the
first quarter of 1998, loans averaged 57.7% of average total assets versus 59.2%
in the first quarter of 1997.

       Composition.  AmQuest's loan portfolio is diversified among various types
       ------------                                                             
of commercial and individual borrowers.  The following tables set forth the
composition of AmQuest's loan portfolio in the periods indicated and the
expected maturity of the loans outstanding as of December 31, 1997.

                                       86
<PAGE>
 
<TABLE>
<CAPTION>
                                                                          DECEMBER 31,
                            -----------------------------------------------------------------------------------------------------
                                   1997                  1996                1995                  1994                 1993
                            -------------------  ------------------   -----------------    ------------------   -----------------
                                        % OF                  % OF                % OF                 % OF                 % OF
                             AMOUNT     TOTAL     AMOUNT      TOTAL    AMOUNT     TOTAL     AMOUNT     TOTAL     AMOUNT     TOTAL
                            --------   -------   --------    ------   --------   ------    --------   -------   ---------  -------
                                                                    (DOLLARS IN THOUSANDS)
<S>                         <C>        <C>       <C>        <C>       <C>        <C>       <C>        <C>       <C>        <C> 
Commercial, financial,      $ 67,571    20.12%   $ 71,907    22.89%   $ 63,225    22.65%   $ 56,593    20.74%   $ 49,415    20.78%
  agricultural and other                                                                                                   
                                                                                                                           
Real estates-construction      7,491     2.23%      5,812     1.85%      5,893     2.11%      7,119     2.61%      3,677     1.54%
                                                                                                                           
Real estate-mortgage         174,772    52.05%    144,722    46.07%    131,555    47.13%    130,308    47.77%    115,768    48.68%
                                                                                                                           
Consumer                      85,955    25.60%     91,710    29.19%     78,473    28.11%     78,788    28.88%     68,960    29.00%
                          ----------   ------    --------   ------    --------   ------    --------   ------    --------   ------
     Total Loans                                                                                                           
                            $335,789   100.00%   $314,151   100.00%   $279,146   100.00%   $272,808   100.00%   $237,820   100.00%
                          ==========   ======    ========   ======    ========   ======    ========   ======    ========   ======
</TABLE>

<TABLE>
<CAPTION>
                                                                                MATURING
                                                       ----------------------------------------------------------
                                                                           AFTER ONE
                                                            WITHIN        BUT WITHIN        AFTER
                                                           ONE YEAR       FIVE YEARS     FIVE YEARS       TOTAL
                                                       ---------------   ------------   ------------    ---------
                                                                          (DOLLARS IN THOUSANDS)
<S>                                                    <C>               <C>             <C>             <C>
Loans with predetermined interest rates                      $ 99,638       $148,213        $ 4,043      $251,894
Loans with adjustable interest rates                           28,577         33,445         21,873        83,895
                                                       --------------    -----------    -----------     ---------
     Total                                                   $128,215       $181,658        $25,916      $335,789
                                                       ==============    ===========    ===========     =========
Percentage of total                                             38.18%         54.10%          7.72%       100.00%  
                                                       ==============    ===========    ===========     =========
 
Includes all loans
 
Unearned interest and nonaccrual loans are included in the "Within One Year" Period.
</TABLE>

       The information relating to the maturity and rate sensitivity of loans is
based upon original loan terms and is not adjusted for "rollovers."  In the
ordinary course of business, loans maturing within one year may be renewed, in
whole or in part, at interest rates prevailing at the date of renewal.

       Nonperforming and Restructured Loans.  Nonperforming and restructured
       ------------------------------------                                 
loans declined in 1997 compared to 1996 primarily as a result of chargeoffs of
problem loans.  In 1996, such loans increased compared to 1995.   Nonperforming
and restructured loans as a percentage of total loans was 0.97% at year-end
1997, compared to 1.37% at year-end 1996 and 0.99% at year-end 1995.  At March
31, 1998, nonperforming and restructured loans were 0.89% of total loans.  The
higher 1996 level of nonperforming and restructured loans primarily reflect
credit problems on a few select large loans and certain problems in indirect
automobile lending.

       Nonaccrual loans negatively impact AmQuest's net interest margin. A loan
is placed on nonaccrual status when, in the opinion of management, the future
collectibility of interest and/or principal is in serious doubt. Interest income
is recognized on certain of these loans on a cash basis if the full collection
of the remaining principal balance is reasonably expected. Otherwise, interest
income is not recognized until the principal balance is fully collected. Total
interest income which was not accrued on nonaccrual loans outstanding at year
end was approximately $326,000 in 1997 and $396,000 in 1996.

       The classification of a loan as nonperforming does not necessarily
indicate that loan principal and interest will ultimately be uncollectible.
AmQuest's experience is that a significant portion of both principal and
interest is eventually recovered. However, the above normal risk associated with
nonperforming loans is considered in the determination of the allowance for loan
losses. At year-end 1997, the allowance for loan losses as a percentage of

                                       87
<PAGE>
 
nonperforming and restructured loans was 93.8%, compared to 64.8% at the end of
1996. At March 31, 1998, the allowance was 109.39% of nonperforming and
restructured loans.

       The following table sets forth information concerning the composition of
nonperforming and restructured loans for the periods indicated:

<TABLE>
<CAPTION>
                                                                                         DECEMBER 31,
                                                     ----------------------------------------------------------------------------
                                                          1997              1996            1995            1994            1993
                                                     ------------      -----------      ----------      ----------      ---------
                                                                                  (DOLLARS IN THOUSANDS)
<S>                                                  <C>               <C>              <C>             <C>             <C>
Past due over 90 days and still accruing                   $  518           $  689          $  470          $  334         $  105
                                                     
Nonaccrual                                                  2,751            3,623           2,298           2,207          2,626
                                                     
Restructured                                         
                                                     ------------      -----------      ----------      ----------      ---------
  Total nonperforming and restructured loans               $3,269           $4,312          $2,768          $2,541         $2,731
                                                     
Other real estate owned and repossessed assets                431              380             461             420            770
                                                     ------------      -----------      ----------      ----------      ---------
  Total nonperforming and restructured assets              $3,700           $4,692          $3,229          $2,961         $3,501
                                                     ============      ===========      ==========      ==========      =========
Nonperforming and restructured loans to total loans          0.97%            1.37%           0.99%           0.93%          1.15%
                                                     ============      ===========      ==========      ==========      =========
Nonperforming assets to total assets                         0.64%            0.87%           0.66%           0.63%          0.81%
                                                     ============      ===========      ==========      ==========      =========
</TABLE>

       Potential problem loans are performing loans to borrowers with a weakened
financial condition, or which are experiencing unfavorable trends in their
financial condition, which causes management to have concerns as to the ability
of such borrowers to comply with the existing repayment terms.  These loans,
which are not included in nonperforming and restructured assets, totaled $10.3
million at December 31, 1997 and $9.3 million at March 31, 1998.  In general,
these loans are well collateralized and have no identifiable loss potential.
Loans which are considered to have identifiable loss potential are placed on
nonaccrual status, are allocated a specific allowance for loss or are directly
charged-down, and are reported as nonperforming.

       Allowance for Loan Losses.  The allowance for loan losses is increased by
       -------------------------                                                
charges to income and decreased by charge-offs (net of recoveries).
Management's periodic evaluation of the adequacy of the allowance is based on
AmQuest's past loan loss experience, known and inherent risks in the portfolio,
adverse situations that may affect the borrower's ability to repay, the
estimated value of any underlying collateral, and current economic conditions.
The adequacy of the allowance for loan losses is periodically reviewed and
approved by the Board of Directors.  However, ultimate losses may differ from
these estimates.  Adjustments to the allowance for loan losses are reported in
earnings in the periods in which they become known.  It is AmQuest's policy to
charge off any loan or portion thereof when it is deemed uncollectable in the
ordinary course of business.  Loan losses and recoveries are charged or credited
directly to the allowance.

       Total adversely classified loans (which includes nonperforming loans,
certain restructured loans and potential problem loans described above) were
$13.6 million at the end of 1997, compared to $11.8 million for 1996 and $0.9
million at the end of 1995. The percentage of adversely classified loans to
total loans was 4.25% for 1997, 3.77% for 1996 and 3.53% for 1995.

                                       88
<PAGE>
 
       The following table reflects certain information concerning AmQuest's
loan loss experience for the periods indicated.

<TABLE>
<CAPTION>
                                                                            YEAR ENDED DECEMBER 31,
                                           ---------------------------------------------------------------------------------------
                                                 1997               1996               1995              1994              1993
                                           --------------     --------------     -------------     -------------     -------------
                                                                                (DOLLARS IN THOUSANDS)
<S>                                        <C>                <C>                <C>               <C>               <C>
 
Allowance - Balance at beginning of year         $  2,794           $  2,901          $  2,757          $  3,018          $  3,360
                                           --------------     --------------     -------------     -------------     -------------
Charge-offs:
 
 Commercial, financial and agricultural               809                199               149               447               556
 
 Real estate                                          148                 32                34                 7                42
 
 Consumer                                             962                584               532               448               242
 
 Other                                                 --                 --                --                --                --
                                           --------------     --------------     -------------     -------------     -------------
  Total charge-offs                              $  1,919           $    815          $    715          $    902          $    840
                                           --------------     --------------     -------------     -------------     -------------
Recoveries:
 
 Commercial                                      $     72           $     12          $    127          $    477          $    359
 
 Real estate                                           39                 12                 2                 1                17
 
 Consumer                                             149                 89                80                84                71
 
 Other                                                 --                 --                --                --                --
                                           --------------     --------------     -------------     -------------     ------------- 
  Total recoveries                               $    260           $    113          $    209          $    562          $    447
                                           --------------     --------------     -------------     -------------     -------------
Net (charge-offs) recoveries                       (1,659)              (702)             (506)             (340)             (393)
 
Provisions charged to operations                    1,624                595               650               (45)               51
 
Additions from acquisitions                           308                 --                --               124                --
                                           --------------     --------------     -------------     -------------     ------------- 
Allowance - Balance at end of year/period        $  3,067           $  2,794          $  2,901          $  2,757          $  3,018
                                           ==============     ==============     =============     =============     =============
Average loans                                    $331,937           $292,831          $275,068          $262,573          $224,731 
                                           ==============     ==============     =============     =============     ============= 
Total loans                                      $335,789           $314,151          $279,146          $272,808          $237,820
                                           ==============     ==============     =============     =============     ============= 
Net charge-offs to average loans                     0.50%              0.24%             0.18%             0.13%             0.17%
                                           ==============     ==============     =============     =============     ============= 
Allowance to total loans                             0.91%              0.89%             1.04%             1.01%             1.27%
                                           ==============     ==============     =============     =============     =============
</TABLE>

LIQUIDITY AND FUNDING

       AmQuest's principal sources of liquidity and funding are its diverse
deposit base generated from customer relationships. The availability of deposits
is affected by economic conditions, competition with other financial
institutions and alternative investments available to customers. Through
interest rates paid, competitive service charges and other banking services
offered, AmQuest can, to a limited extent, control its level of deposits. The
level and maturity of deposits necessary to support the AmQuest's lending and
investment functions is determined through monitoring loan demand and through
the asset/liability management process.

       AmQuest's core deposits provide it with a stable funding source.  Average
total deposits increased consistent with AmQuest's growth by $40.1 million in
1997, up 9.0% compared to 1996 and $21.8 million in 1996, up 5.2% compared to
1995.  Average core deposits as a percentage of average total deposits have
remained stable at 89.6%, 88.4% and 89.8% for 1997, 1996 and 1995, respectively.

       The following table sets forth information concerning AmQuest's deposits
for the periods indicated:

                                       89
<PAGE>
 
<TABLE>
<CAPTION>
 
                                           1997               1996               1995                1994               1993
                                     ---------------     ---------------    ---------------     ---------------     ----------------
                                                                         (DOLLARS IN THOUSANDS)
<S>                                  <C>                 <C>                <C>                 <C>                 <C>
AVERAGE BALANCES                                                         
 
Demand deposits                        $ 74,890             $ 63,722             $ 61,508          $ 63,718            $ 57,618
                                                                                                                    
Interest-bearing                                                                                                    
 transaction deposits                   112,833               98,391              107,301           120,811             115,937 
 
Savings deposits                         59,539               56,988               48,543            49,966              39,761
 
Time deposits under                     
 $100,000                               188,763              175,720              164,260           148,510             133,978 
                                    --------------      ---------------    ---------------     ---------------     ----------------
   Total core deposits                 $436,025             $394,821             $381,612          $383,005            $347,294
 
Time deposits of                         
 $100,000 or more                        50,667               51,803               43,137            37,104              32,299 
                                    --------------      ---------------    ---------------     ---------------     ----------------
   Total deposits                      $486,692             $446,624             $424,749          $420,109            $379,593
                                    ==============      ===============    ===============     ===============     ================
 
PERCENTAGES OF TOTAL DEPOSITS        % of                % of               % of                % of                % of           
 AND AVERAGE RATES PAID             TOTAL     RATE      TOTAL      RATE    TOTAL      RATE     TOTAL      RATE     TOTAL       RATE
                                    ------    ----      ------     ----    ------     ----     ------     ----     ------      ----
Demand deposits                      15.39%      --      14.27%      --     14.48%      --      15.17%      --      15.18%       --
                                                                                                                               
Interest-bearing                                                                                                            
 transaction deposits                23.18%    2.49%     22.03%    2.61%    25.26%    2.87%     28.76%    2.71%     30.54%     2.74%
                                                                                                                               
Savings deposits                     12.23%    3.00%     12.76%    3.01%    11.43%    3.24%     11.89%    2.95%     10.47%     3.02%
                                                                                                                            
Time deposits under                                                                                                         
 $100,000                            38.78%    5.42%     39.34%    5.43%    38.67%    5.41%     35.35%    4.08%     35.30%     4.04%
                                    ------              -------            ------              ------               -----   
   Total core deposits               89.58%              88.40%             89.84%              91.17%              91.49%     
                                                                                                                               
Time deposits of                                                                                                            
 $100,000 or more                    10.42%    5.75%     11.60%    5.67%    10.16%    5.99%      8.83%    4.11%      8.51%     3.63%
                                    ------              -------            ------              ------              ------   
                                    100.00%             100.00%            100.00%             100.00%             100.00%     
                                    ======              ======             ======              ======              ======   
Average rate paid on                           
 interest-bearing deposits                     4.31%               4.38%              4.44%               3.46%                 3.4%
                                               ====                ====               ====                ====                 ==== 
</TABLE>

       AmQuest has not utilized brokered deposits. As indicated in the following
table, approximately 88.9% of its time deposits of $100,000 or more at December
31, 1997 mature in one year or less.
 
                       Time Deposits of $100,000 or More
 
                                               DECEMBER 31,
                                                   1997
                                            ------------------
                                              (IN THOUSANDS)
                                            
Three months or less                              $16,366
                                                  
Over three through six months                       7,149
                                                  
Over six through twelve months                     16,446
                                                  
Over twelve months                                  5,462
                                                  -------
 Total                                            $45,423
                                                  =======

       Short-term borrowings, federal funds purchased and repurchase agreements
are also sources of funds for AmQuest. The level of these borrowings is
determined by various factors, including customer demand and AmQuest's ability
to earn a favorable spread on the funds obtained. Average short term borrowings,
federal funds purchased and repurchase agreements totaled $12.8 million in 1997,
compared to $10.3 million in 1996 and were $18.1 million in the first quarter of
1998. This liquidity positions the Bank to respond to increased loan demand and
other requirements for funds, or to decreases in funding sources. Cash flows
from operations, investing activities and other funding sources have provided
the funds for the increased loan activity.

       The liquidity of AmQuest is dependent upon dividend payments from its
subsidiary banks and its ability to obtain financing.  Banking regulations limit
bank dividends based upon net earnings retained by the bank and minimum capital
requirements.  Dividends in excess of these limits require regulatory approval.
During 1997, AmQuest received dividends from its bank subsidiaries totaling $4.7
million.

                                       90
<PAGE>
 
Capital Resources

       Stockholders' equity totaled $52.4 million at March 31, 1998 compared to
$50.8 million at year-end 1997, $46.8 million at year-end 1996 and $46.3 million
at year-end 1995.  The increases in stockholders' equity are primarily due to
net earnings retained.  AmQuest's average equity capital ratio at March 31, 1998
was 9.18% compared to 8.71% at year-end 1997, 9.08% for 1996 and 8.98% for 1995.
At March 31, 1998, AmQuest's leverage ratio was 8.16% and its total risk-based
capital ratio was 14.64%, compared to 7.91% and 13.71%, respectively at year end
1997.  These increases are primarily due to accumulated earnings.  The minimum
required regulatory leverage ratio is 3% and the minimum total risk-based
capital ratio is 8%.  The standards are considered to be minimum requirements
and banking institutions are generally expected to maintain capital well above
the minimum levels.

       Future dividend payments will be determined by the AmQuest Board in light
of the earnings and financial condition of AmQuest and its subsidiaries, their
capital needs, applicable governmental policies and regulations and such other
factors as the AmQuest Board deems appropriate. AmQuest's ability to pay
dividends is subject to the terms of the Merger Agreement. See "THE
MERGER-Conduct of Business Pending the Merger."

       AmQuest has a line of credit to the parent company from a bank up to
$20.0 million which is available to provide funds to AmQuest for acquisitions
and up to $10 million for any necessary purpose. The stock of AmQuest's
subsidiary banks is pledged to secure any borrowings under the line of credit,
which terminates at the Effective Time. During the first quarter of 1998, no
funds were borrowed under this facility.

MARKET RISK

       Market risk is defined as the risk of loss related to financial
instruments from changes in interest rates, foreign currency Exchange Ratios and
commodity prices. AmQuest's market risk arises principally from its lending,
investing, deposit and borrowing activities. AmQuest is not exposed to market
risk from foreign Exchange Ratios and commodity prices. Management monitors and
controls interest rate risk through sensitivity analysis and its strategy of
creating manageable negative interest sensitivity gaps, as described under "Net
Interest Income" above. AmQuest does not use derivative financial instruments to
manage its interest rate risk exposure.

                                       91
<PAGE>
 
       The table below presents AmQuest's financial instruments that are
sensitive to changes in interest rates, their expected maturities and their
estimated fair values at December 31, 1997.

<TABLE>
<CAPTION>
                                                     EXPECTED MATURITY/PRINCIPAL REPAYMENTS AT DECEMBER 31,
                                                     ------------------------------------------------------
                                        AVERAGE                                                                              FAIR
                                          RATE      1998       1999          2000      2001    2002   THEREAFTER  BALANCE    VALUE
                                        -------     ----       ----          ----      ----    ----   ----------  --------   -----
                                                                               (DOLLARS IN THOUSANDS)
<S>                                     <C>       <C>        <C>            <C>        <C>     <C>     <C>         <C>       <C>
Interest Sensitive Assets:
 Loans, net                              8.95%  $ 96,104     $66,816 (a)      --         --      --    $169,802  $332,722  $328,321
 Federal funds sold                      6.16%    15,662          --          --         --      --          --    15,662    15,662
 Securities                              6.26%    32,556      23,380      23,750     16,710  11,259      69,025   176,680   177,902
Interest Sensitive                                                                  
 liabilities:                                                                       
 Savings and                                                                         
  Transaction deposits                   2.66%   183,025          --          --         --      --          --   183,025   183,025 
 Time deposits                           5.46%   171,595      26,394      29,620 (b)                      6,443   234,052   234,670
 Short-term                                                                          
  Borrowings                             5.38%    17,785          --          --         --      --          --    17,785    17,785 
 Long-term                                                                           
  Borrowings                               --         --          --          --         --      --          --        --        -- 
 9.85%  Capital                                                                      
  Securities                               --         --          --          --         --      --          --        --        -- 
Off Balance Sheet Items:                                                             
 Loan commitments                          --         --          --          --         --      --          --        --       150
 Letter of credit                          --         --          --          --         --      --          --        --     2,076
 Assets sold with                                                                    
  recourse                                 --         --          --          --         --      --          --        --     2,260 
</TABLE>

   (a) 1999 amount includes loans maturing or repricing 1999 through 2002, as
       separate data for all years is not maintained after fair value
       calculated.
   (b) 2000 amount includes time deposits maturing or repricing in 2000 through
       2002, as separate data for all years is not maintained after fair value
       calculated.

       The expected maturities and principal repayments are based upon the
contractual terms of the instruments.  Prepayments have been estimated for
certain instruments with predictable prepayment rates.  Savings and transaction
deposits are assumed to mature all in the first year as they are not subject to
withdrawal restrictions and any assumptions regarding decay rates would be very
subjective.  The actual maturities and principal repayments for the financial
instruments could vary substantially from the contractual terms and assumptions
used in the analysis.

YEAR 2000 EXPOSURE

       AmQuest has taken steps to address the computer issues surrounding the
ability to appropriately account for periods and dates after December 31, 1999.
Bank regulatory authorities are also examining the efforts of AmQuest and its
subsidiaries to address the potential year 2000 compliance issues.  AmQuest has
conducted a preliminary assessment of the actions required to be taken to become
year 2000 compliant and anticipates that such compliance will be achieved as a
part of a planned implementation of a comprehensive technology upgrade plan.
The cost of the technology upgrade plan, if implemented, is expected to be
approximately $1.2 million over the next few years.  AmQuest is unable to
separately identify what portion of this cost would be necessary to become year
2000 compliant absent the technology upgrade.  As a result of the proposed
Merger, AmQuest has suspended further implementation of the technology upgrade
plan pending coordination of such plan and year 2000 compliance issues with
BancFirst.

                                       92
<PAGE>
 
                                 LEGAL OPINIONS
                                        
       The legality of the shares of BancFirst Common Stock to be issued to
holders of AmQuest Common Stock pursuant to the Merger will be passed upon for
BancFirst by Day, Edwards, Federman, Propester & Christensen, P.C., Oklahoma
City, Oklahoma.

       Certain federal income tax matters related to the Merger will be passed
upon for BancFirst and AmQuest by Crowe & Dunlevy, A Professional Corporation,
Oklahoma City, Oklahoma.

                                    EXPERTS
                                        
       The consolidated financial statements of BancFirst as of December 31,
1997 and 1996 and the consolidated statements of income, stockholders' equity,
and cash flows for each of the three years in the period ended December 31,
1997, included in this Proxy Statement/Prospectus, have been included herein in
reliance on the report of PricewaterhouseCoopers LLP, independent accountants,
given on the authority of that firm as experts in accounting and auditing.

       The consolidated financial statements of AmQuest included in this Proxy
Statement/Prospectus and elsewhere in the Registration Statement have been
audited by Arthur Andersen LLP, independent public accountants, as indicated in
their report with respect thereto, and are included herein in reliance upon the
authority of such firm as experts in accounting and auditing.

                             STOCKHOLDER PROPOSALS

       Any BancFirst stockholder who wishes to submit a proposal for
presentation to the 1999 Annual Meeting of Stockholders must submit the proposal
to BancFirst, 101 N. Broadway, Suite 200, Oklahoma City, Oklahoma 73102,
Attention: Office of the Secretary, not later than January 19, 1999, for
inclusion, if appropriate, in BancFirst's proxy statement and the form of proxy
relating to the 1999 Annual Meeting.

                                       93
<PAGE>
 
                         INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>

BANCFIRST'S CONSOLIDATED FINANCIAL STATEMENTS
<S>                                                                                                  <C> 
BancFirst's Unaudited Consolidated Financial Statements for the
 Three Months Ended March 31, 1998 and 1997.........................................................  F-1
  Consolidated Balance Sheets (Unaudited)...........................................................  F-1
  Consolidated Statements of Income and Comprehensive Income (Unaudited)............................  F-2
  Consolidated Statements of Cash Flows (Unaudited).................................................  F-3
  Notes to Consolidated Financial Statements (Unaudited)............................................  F-4

Report of Independent Accountants-BancFirst.........................................................  F-8
 
BancFirst's Consolidated Financial Statements for the Years Ended December 31, 1997, 1996 and 1995..  F-9
  Consolidated Balance Sheets.......................................................................  F-9
  Consolidated Statements of Income.................................................................  F-10
  Consolidated Statements of Stockholders' Equity...................................................  F-11
  Consolidated Statements of Cash Flows.............................................................  F-12
  Notes to Consolidated Financial Statements........................................................  F-13
 
AMQUEST'S CONSOLIDATED FINANCIAL STATEMENTS
 
Report of Independent Public Accountants-AmQuest....................................................  F-39
 
AmQuest's Consolidated Financial Statements for the Three Months Ended March 31, 1998
 and 1997 (Unaudited) and for the Years Ended December 31, 1997, 1996 and 1995......................  F-40
  Consolidated Statements of Financial Condition....................................................  F-40
  Consolidated Statements of Income.................................................................  F-41
  Consolidated Statements of Stockholders' Equity...................................................  F-42
  Consolidated Statements of Cash Flows.............................................................  F-43
  Notes to Consolidated Financial Statements........................................................  F-45
 
</TABLE>

                                       94
<PAGE>
 
                             BANCFIRST CORPORATION
                          CONSOLIDATED BALANCE SHEET
                                  (UNAUDITED)
                            (DOLLARS IN THOUSANDS)

<TABLE> 
<CAPTION> 
 
                                                                     MARCH 31,                       
                                                    ------------------------------------------       
                                                            1998                    1997             
                                                    ------------------      ------------------       
<S>                                                 <C>                     <C>                      
ASSETS                                                                                               
Cash and due from banks                                  $  102,916              $   67,421          
Interest-bearing deposits with banks                            100                      62          
Securities (market value: $397,675, $302,985                                                         
 and $311,013, respectively)                                396,911                 302,760          
Federal funds sold                                           29,000                  32,670          
Loans:                                                                                               
  Total loans (net of unearned interest)                    926,769                 783,296          
  Allowance for possible loan losses                        (12,699)                (11,925)         
                                                         ----------              ----------          
    Loans, net                                              914,070                 771,371          
Premises and equipment, net                                  35,719                  33,556          
Other real estate owned                                         684                   1,239          
Intangible assets, net                                       22,364                  13,889          
Accrued interest receivable                                  14,000                  11,043          
Other assets                                                 17,091                  17,903          
                                                         ----------              ----------          
    Total assets                                         $1,532,855              $1,251,914          
                                                         ==========              ==========          
                                                                                                     
LIABILITIES AND STOCKHOLDERS' EQUITY                                                                 
Deposits:                                                                                            
  Noninterest-bearing                                    $  287,597              $  235,844          
  Interest-bearing                                        1,070,056                 860,442          
                                                         ----------              ----------          
    Total deposits                                        1,357,653               1,096,286          
Short-term borrowings                                         5,061                   1,291          
Long-term borrowings                                          7,024                   6,587          
9.65% Capital Securities                                     25,000                  25,000          
Accrued interest payable                                      6,159                   4,734          
Other liabilities                                             5,465                   5,056          
                                                         ----------              ----------          
    Total liabilities                                     1,406,364               1,138,954          
                                                         ----------              ----------          
Commitments and contingent liabilities                                                               
Stockholders' equity:                                                                                
  Common stock                                                6,363                   6,339          
  Capital surplus                                            36,157                  35,083          
  Retained earnings                                          82,238                  71,862          
  Accumulated other comprehensive income                      1,733                    (324)         
                                                         ----------              ----------          
    Total stockholders' equity                              126,491                 112,960          
                                                         ----------              ----------          
    Total liabilities and stockholders' equity           $1,532,855              $1,251,914          
                                                         ==========              ==========          
</TABLE> 

See accompanying notes to consolidated financial statements.
 

                                      F-1
<PAGE>
 
                             BANCFIRST CORPORATION
           CONSOLIDATED STATEMENT OF INCOME AND COMPREHENSIVE INCOME
                                  (UNAUDITED)
                 (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE> 
<CAPTION>
 
                                                                                  THREE MONTHS ENDED
                                                                                        MARCH 31,
                                                                   -----------------------------------------------
                                                                           1998                        1997
                                                                   -------------------         -------------------

<S>                                                                <C>                         <C> 
INTEREST INCOME                                                                                
Loans, including fees                                                    $   20,897                  $   18,164
Interest-bearing deposits with banks                                              2                          19
Securities:                                                                                          
  Taxable                                                                     4,795                       4,513
  Tax-exempt                                                                    283                         153
Federal funds sold                                                              497                         350
                                                                         ----------                  ----------
    Total interest income                                                    26,474                      23,199
                                                                         ----------                  ----------
INTEREST EXPENSE                                                                                     
Deposits                                                                     10,200                       8,847
Short-term borrowings                                                           153                          21
Long-term borrowings                                                            107                          96
9.65% Capital Securities                                                        614                         373
                                                                         ----------                  ----------
    Total interest expense                                                   11,074                       9,337
                                                                         ----------                  ----------
Net interest income                                                          15,400                      13,862
Provision for possible loan losses                                              577                          96
                                                                         ----------                  ----------
    Net interest income after provision for                                                          
      possible loan losses                                                   14,823                      13,766
                                                                         ----------                  ----------
NONINTEREST INCOME                                                                                   
Service charges on deposits                                                   2,597                       2,481
Securities transactions                                                           -                           -
Other                                                                         1,779                       1,326
                                                                         ----------                  ----------
    Total noninterest income                                                  4,376                       3,807
                                                                         ----------                  ----------
NONINTEREST EXPENSE                                                                                  
Salaries and employee benefits                                                7,587                       6,550
Occupancy and fixed assets expense, net                                         765                         763
Depreciation                                                                    819                         709
Amortization                                                                    552                         533
Data processing services                                                        380                         370
Net expense from other real estate owned                                         23                          62
Other                                                                         2,747                       2,527
                                                                         ----------                  ----------
    Total noninterest expense                                                12,871                      11,514
                                                                         ----------                  ----------
Income before taxes                                                           6,328                       6,059
Income tax expense                                                           (2,358)                     (2,298)
                                                                         ----------                  ----------
    Net income                                                                3,970                       3,761
Other comprehensive income, net of tax:                                                              
  Unrealized gains on securities                                                184                      (1,060)
                                                                         ----------                  ----------
    Comprehensive income                                                 $    4,154                  $    2,701
                                                                         ==========                  ==========
NET INCOME PER COMMON SHARE                                                                          
Basic                                                                    $     0.62                  $     0.59
                                                                         ==========                  ==========
Diluted                                                                  $     0.60                  $     0.57
                                                                         ==========                  ==========
</TABLE> 

See accompanying notes to consolidated financial statements.

                                      F-2
<PAGE>
 
                             BANCFIRST CORPORATION
                     CONSOLIDATED STATEMENT OF CASH FLOWS
                                  (UNAUDITED)
                            (DOLLARS IN THOUSANDS)

<TABLE> 
<CAPTION> 
                                                                                       THREE MONTHS ENDED           
                                                                                            MARCH 31,               
                                                                           -----------------------------------------
                                                                                  1998                       1997      
                                                                           -----------------       -----------------
<S>                                                                        <C>                        <C>              
CASH FLOWS FROM OPERATING ACTIVITIES                                               $  3,791                $ 11,872
                                                                             --------------          -------------- 
INVESTING ACTIVITIES                                                                                                
Cash and due from banks used for acquisitions                                        93,486                  (4,954)
Purchases of securities:                                                                                            
  Held for investment                                                               (95,254)                   (157)
  Available for sale                                                                 (2,391)                (37,305)
Maturities of securities:                                                                                           
  Held for investment                                                                   767                   1,054 
  Available for sale                                                                 10,520                  16,000 
Proceeds from sales of securities:                                                                                  
  Held for investment                                                                   187                     105 
  Available for sale                                                                      -                       - 
Net decrease in federal funds sold                                                   11,600                  12,115 
Purchases of loans                                                                   (3,934)                 (2,023)
Proceeds from sales of loans                                                         21,667                  23,843 
Net other increase in loans                                                         (56,245)                (41,810)
Purchases of premises and equipment                                                  (1,201)                 (1,624)
Proceeds from sales of other real estate owned and repossessed assets                   492                     307 
Other, net                                                                               83                   1,279 
                                                                             --------------          -------------- 
    Net cash used fo                                                                (20,223)                (33,170)
                                                                             --------------          -------------- 
FINANCING ACTIVITIES                                                                                                
Net increase (decrease) in demand, transaction and savings deposits                  21,903                 (27,356) 
Net increase in certificates of deposit                                              29,322                  18,189
Net decrease in short-term borrowings                                                  (955)                 (2,123)
Net decrease in long-term borrowings                                                    (26)                    (49)
Issuance of 9.65% Capital Securities                                                      -                  25,000
Issuance of common stock                                                                166                      98
Purchase and retirement of common stock                                                   -                  (1,277)
Cash dividends paid                                                                    (761)                   (640)
                                                                             --------------          -------------- 
    Net cash provided by financing activities                                        49,649                  11,842
                                                                             --------------          -------------- 
Net increase (decrease) in cash and due from banks                                   33,217                  (9,456)
Cash and due from banks at the beginning of the period                               69,799                  76,939
                                                                             --------------          -------------- 
Cash and due from banks at the end of the period                                   $103,016                $ 67,483 
                                                                             --------------          -------------- 
SUPPLEMENTAL DISCLOSURE                                                                             
Cash paid during the period for interest                                           $ 10,636                $  8,543  
                                                                             ==============          ============== 
Cash paid during the period for income taxes                                       $     23                $      -   
                                                                             ==============          ============== 
</TABLE> 
See accompanying notes to consolidated financial statements.

                                      F-3
<PAGE>
 
                             BANCFIRST CORPORATION
             NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                 (Dollars in thousands, except per share data)


(1)  GENERAL

     The accompanying consolidated financial statements include the accounts of
BancFirst Corporation, BFC Capital Trust I, BancFirst, BancFirst Investment
Corporation, Lenders Collection Corporation and Express Financial Corporation
(formerly National Express Corporation).  All significant intercompany accounts
and transactions have been eliminated.  Assets held in a fiduciary or agency
capacity are not assets of the Company and, accordingly, are not included in the
consolidated financial statements.

     The unaudited interim financial statements contained herein reflect all
adjustments which are, in the opinion of management, necessary to provide a fair
statement of the financial position and results of operations of the Company for
the interim periods presented.  All such adjustments are of a normal and
recurring nature.  There have been no significant changes in the accounting
policies of the Company since December 31, 1997, the date of the most recent
annual report.  Certain amounts in the 1997 financial statements have been
reclassified to conform to the 1998 presentation.

     The preparation of financial statements in conformity with generally
accepted accounting principles inherently involves the use of estimates and
assumptions that affect the amounts reported in the financial statements and the
related disclosures. Such estimates and assumptions may change over time and
actual amounts may differ from those reported.

(2)  MERGERS, ACQUISITIONS AND DISPOSALS

     In December 1996, the Company's money order subsidiary, Express Financial
Corporation (formerly National Express Corporation) entered into an agreement
for the sale of its business.  Under the terms of the agreement, Express
Financial Corporation received cash of $600 in January 1997, and may receive
additional payments of up to $500 over a two-year period based upon specified
levels of business retained by the purchaser.  The business and intangible
assets of Express Financial Corporation were transferred to the purchaser in
January and February 1997.  The purchaser did not assume any liabilities of
Express Financial Corporation.  The sale was accounted for as a disposal of a
segment of business.  Consequently, the expected net gain from the disposal will
be recognized in the Company's consolidated statement of income when the final
proceeds are received.  The operations of Express Financial Corporation were not
material in relation to the consolidated operations of the Company.  In March
1998, the first additional payment from the sale of $243 was received.  The
final payment is due in January 1999.  The following assets and liabilities of
Express Financial Corporation are included in the Company's consolidated balance
sheet:

<TABLE>
<CAPTION>
                                                                MARCH 31,              
                                                 --------------------------------------
                                                      1998                       1997  
                                                 --------------          --------------
<S>                                              <C>                     <C>           
Cash and due from BancFirst                            $1,077                  $2,281  
Interest-bearing deposit with BancFirst                 3,684                   3,674  
Securities held for investment                          2,261                     786  
Premises and equipment, net                                 5                     167  
Intangible assets, net                                      -                       -  
Receivables from money order sales, net                     -                     261  
Other assets                                                3                      11  
                                                       ------                  ------  
    Total assets                                       $7,030                  $7,180  
                                                       ======                  ======  
                                                                                       
Outstanding money orders                               $1,669                  $2,008  
Other liabilities                                           -                       5  
                                                       ------                  ------  
    Total liabilities                                  $1,669                  $2,013  
                                                       ======                  ======  
</TABLE>

                                      F-4
<PAGE>
 
     In March 1998, BancFirst completed the purchase of 13 branches from
NationsBank, N.A and concurrently sold three of the branches to another Oklahoma
financial institution. The purchase and sale resulted in BancFirst purchasing
loans and other assets of approximately $32,800, assuming deposits of
approximately $132,100 and paying a premium on deposits of approximately $9,100.
The transaction was accounted for as a purchase. Accordingly, the effects of the
purchase are included in the Company's consolidated financial statements from
the date of the purchase forward. In April 1998, BancFirst entered into
agreements to sell four additional branches to other Oklahoma financial
institutions on substantially the same terms as BancFirst's purchase of the
branches from NationsBank, N.A. These branches have loans and other assets of
approximately $11,000 and deposits of approximately $59,100. The sales of these
branches are expected to be completed in June and July of 1998.

     In May 1998, the Company completed a merger with Lawton Security 
Bancshares, Inc. ("Lawton Security Bancshares"), which had approximately $92,000
in total assets. The merger was effected through the exchange of 414,790 shares
of BancFirst Corporation common stock for all of the Lawton Security Bancshares
common stock outstanding, and will be accounted for as a pooling of interests.
Accordingly, for periods reported subsequent to the completion of the merger,
the consolidated accounts of Lawton Security Bancshares will be combined with
the accounts of the Company and will be included in the Company's consolidated
financial statements for all periods presented.

     In May 1998, the Company entered into a merger agreement with AmQuest
Financial Corp. ("AmQuest") of Duncan, Oklahoma.  The merger is expected to be
completed in September 1998 and would be effected through the exchange of a
maximum of 2,625,000 shares of BancFirst Corporation common stock for all of the
AmQuest common stock outstanding, with AmQuest being merged into the Company.
AmQuest has approximately $568,000 in total assets and operates two subsidiary
banks, AmQuest Bank, N.A. and Exchange National Bank & Trust Company.  The
merger is subject to shareholder and regulatory approvals and will be accounted
for as a pooling of interests.   Accordingly, for periods reported subsequent to
the completion of the merger, the consolidated accounts of AmQuest will be
combined with the accounts of the Company and will be included in the Company's
consolidated financial statements for all periods presented.

(3)  SECURITIES

     The table below summarizes securities held for investment and securities
available for sale.

<TABLE>
<CAPTION>
                                                                         MARCH 31,          
                                                            --------------------------------
                                                                 1998              1997     
                                                            --------------    --------------
<S>                                                         <C>                <C>          
Held for investment, at cost (market value:                                                 
   $40,273, $32,527 and $38,705, respectively)                   $ 39,509          $ 32,302 
Available for sale, at market value                               357,402           270,458 
                                                                 --------          -------- 
     Total securities                                            $396,911          $302,760 
                                                                 ========          ======== 
</TABLE>

(4)  COMPREHENSIVE INCOME

     The Company adopted Statement of Financial Accounting Standards No. 130,
"Reporting Comprehensive Income" effective January 1, 1998.  This Statement
establishes standards for reporting and display of comprehensive income and its
components (revenues, expenses, gains and losses) in a full set of general-
purpose financial statements.  The only component of comprehensive income
reported by the Company is the unrealized gain or loss on securities available
for sale.  The amount of this unrealized gain or loss, net of tax, has been
presented in the statement of income for each period as a component of other
comprehensive income.  Below is a summary of the tax effects of this unrealized
gain or loss.

                                      F-5
<PAGE>
 
<TABLE>
<CAPTION>
                                                                    THREE MONTHS ENDED
                                                                         MARCH 31,
                                                             -------------------------------
                                                                  1998            1997
                                                             -------------     -------------
<S>                                                          <C>               <C>
Unrealized gain (loss) during the period:
Before-tax amount                                                $   254           $(1,581)
Tax expense                                                          (70)              521
                                                                 -------           -------
Net-of-tax amount                                                $   184           $(1,060)
                                                                 =======           =======
</TABLE>
                                                                                
     The amount of unrealized gain or loss included in accumulated other 
comprehensive income is summarized below.

<TABLE>
<CAPTION>
                                                                    THREE MONTHS ENDED
                                                                         MARCH 31,
                                                             -------------------------------
                                                                   1998            1997
                                                             --------------   --------------
<S>                                                          <C>              <C>
Unrealized gain (loss) on securities:
Beginning balance                                                 $1,549          $   736
Current period change                                                184           (1,060)
                                                                  ------          -------
Ending balance                                                    $1,733          $  (324)
                                                                  ======          =======
</TABLE>
                                                                                
(5)  NET INCOME PER COMMON SHARE

     Basic and diluted net income per common share are calculated as follows:

<TABLE>
<CAPTION>
                                                         INCOME                  SHARES           PER SHARE
                                                       (NUMERATOR)           (DENOMINATOR)         AMOUNT
                                                       -----------           -------------        ---------
<S>                                                    <C>                   <C>                  <C>
THREE MONTHS ENDED MARCH 31, 1998
- ---------------------------------
BASIC:
Income available to common stockholders                    $3,970              6,355,273            $   0.62
                                                                                                    ========
Effect of stock options                                         -                216,809
                                                        ---------              ---------
DILUTED:                                                              
Income available to common stockholders                               
  plus assumed exercises of stock options                  $3,970              6,572,082            $   0.60
                                                        =========              =========            ========
                                                                      
THREE MONTHS ENDED MARCH 31, 1997                                     
- ---------------------------------                                     
BASIC:                                                                
Income available to common stockholders                    $3,761              6,360,359            $   0.59
                                                                                                    ========
Effect of stock options                                         -                277,003
                                                        ---------              ---------
DILUTED:                                                              
Income available to common stockholders                               
  plus assumed exercises of stock options                  $3,761              6,637,362            $   0.57
                                                        =========              =========            ========
</TABLE>
                                                                                

                                      F-6
<PAGE>
 
     Below is the number and average exercise prices of options that were
excluded from the computation of diluted net income per share for each period
because the options' exercise prices were greater than the average market price
of the common shares.

                                                     AVERAGE
                                                     EXERCISE
                                           SHARES      PRICE
                                           ------    --------
Three Months Ended March 31, 1998          10,000      $40.00
Three Months Ended March 31, 1997           7,500      $29.25

(6)  STOCK REPURCHASE PROGRAM

     In April 1998, the Company terminated its Stock Repurchase Program.  No
repurchases were made under the program during 1998.

                                      F-7
<PAGE>
 
                      REPORTS OF INDEPENDENT ACCOUNTANTS



To the Board of Directors and Stockholders of BancFirst Corporation:

We have audited the accompanying consolidated balance sheet of BancFirst
Corporation (the "Company") as of December 31, 1997 and 1996 and the related
consolidated statements of income, stockholders' equity and cash flows for the
years then ended.  These financial statements are the responsibility of the
Company's management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of the Company as of
December 31, 1997 and 1996 and the consolidated results of its operations and
its cash flows for the years then ended in conformity with generally accepted
accounting principles.


COOPERS & LYBRAND L.L.P.
Oklahoma City, Oklahoma
March 30, 1998



To the Board of Directors and Stockholders of BancFirst Corporation:

In our opinion, the accompanying consolidated statements of income, of
stockholders' equity and of cash flows present fairly, in all material respects,
the results of operations and cash flows of BancFirst Corporation and its
subsidiaries for the year ended December 31, 1995, in conformity with generally
accepted accounting principles.  These financial statements are the
responsibility of the Company's management; our responsibility is to express an
opinion on these financial statements based on our audit.  We conducted our
audit of these statements in accordance with generally accepted auditing
standards which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation.  We believe that our
audit provides a reasonable basis for the opinion expressed above.


PRICE WATERHOUSE LLP
Oklahoma City, Oklahoma
March 27, 1996

                                      F-8
<PAGE>
 
                             BANCFIRST CORPORATION
                          CONSOLIDATED BALANCE SHEET
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                                                       December 31,
                                                                                            --------------------------------
                                                                                                  1997              1996
                                                                                            --------------    --------------
<S>                                                                                         <C>               <C>
ASSETS
Cash and due from banks                                                                         $   69,652        $   76,877
Interest-bearing deposits with banks                                                                   147                62
Securities (market value: $311,013 and $284,221, respectively)                                     310,343           283,857
Federal funds sold                                                                                  40,600            44,785
Loans:
   Total loans (net of unearned interest)                                                          857,896           763,559
   Allowance for possible loan losses                                                              (12,284)          (11,945)
                                                                                            --------------    --------------
       Loans, net                                                                                  845,612           751,614
Premises and equipment, net                                                                         33,598            33,556
Other real estate owned                                                                                915             1,101
Intangible assets, net                                                                              12,500            14,871
Accrued interest receivable                                                                         11,357            10,627
Other assets                                                                                        21,065            18,361
                                                                                            --------------    --------------
       Total assets                                                                             $1,345,789        $1,235,711
                                                                                            ==============    ==============
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits:
   Noninterest-bearing                                                                          $  269,089        $  265,209
   Interest-bearing                                                                                906,021           840,244
                                                                                            --------------    --------------
       Total deposits                                                                            1,175,110         1,105,453
Short-term borrowings                                                                                6,016             3,414
Long-term borrowings                                                                                 7,051             6,636
9.65% Capital Securities                                                                            25,000                --
Accrued interest payable                                                                             5,722             3,940
Other liabilities                                                                                    3,956             4,172
                                                                                            --------------    --------------
       Total liabilities                                                                         1,222,855         1,123,615
                                                                                            --------------    --------------
Commitments and contingent liabilities
Stockholders' equity:
   Common stock, $1.00 par (shares issued: 6,345,429 and 6,400,338, respectively)                    6,345             6,400
   Capital surplus                                                                                  36,008            36,218
   Retained earnings                                                                                79,032            68,742
   Unrealized securities gains, net of tax                                                           1,549               736
                                                                                            --------------    --------------
       Total stockholders' equity                                                                  122,934           112,096
                                                                                            --------------    --------------
       Total liabilities and stockholders' equity                                               $1,345,789        $1,235,711
                                                                                            ==============    ==============
 </TABLE> 
 
 See accompanying notes to consolidated financial statements.

                                      F-9
<PAGE>
 
                             BANCFIRST CORPORATION
                       CONSOLIDATED STATEMENT OF INCOME
                 (Dollars in thousands, except per share data)
<TABLE>
<CAPTION>
                                                                          Year Ended December 31,
                                                                 ----------------------------------------
 
                                                                     1997          1996         1995
                                                                 -----------   -----------   -----------
<S>                                                              <C>           <C>           <C>
INTEREST INCOME                                                                              
                                                                                             
     Loans, including fees                                           $77,026       $69,116        $57,914
                                                                                             
     Interest-bearing deposits with banks                                  4             1             14
                                                                                             
     Securities:                                                                             
                                                                                             
           Taxable                                                    18,298        16,546         13,924
                                                                                             
           Tax-exempt                                                    674           608            614
                                                                                             
      Federal funds sold                                               1,988         1,572          1,673
                                                                 -----------   -----------   ------------
                 Total interest income                                97,990        87,843         74,139
                                                                 -----------   -----------   ------------
INTEREST EXPENSE                                                                             
                                                                                             
     Deposits                                                         37,361        33,592         30,167
                                                                                             
     Short-term borrowings                                               307           364            253
                                                                                             
     Line of Credit                                                       --            --             16
                                                                                             
     Long-term borrowings                                                409           103             14
                                                                                             
     9.65% Capital Securities                                          2,214            --             --
                                                                 -----------   -----------   ------------
                 Total interest expense                               40,291        34,059         30,450
                                                                 -----------   -----------   ------------
     Net interest income                                              57,699        53,784         43,689
                                                                                             
     Provision for possible loan losses                                  982           994            855
                                                                 -----------   -----------   ------------
                 Net interest income after provision for                                     
                   possible loan losses                               56,717        52,790         42,834
                                                                 -----------   -----------   ------------
NONINTEREST INCOME                                                                           
                                                                                             
     Service charges on deposits                                      10,154         8,972          7,869
                                                                                             
     Securities transactions                                               1           188            111
                                                                                             
     Other                                                             5,666         5,839          4,520
                                                                 -----------   -----------   ------------
                 Total noninterest income                             15,821        14,999         12,500
                                                                 -----------   -----------   ------------
NONINTEREST EXPENSE                                                                          
                                                                                             
     Salaries and employee benefits                                   27,749        24,883         19,909
                                                                                             
     Occupancy and fixed assets expense, net                           3,064         2,750          2,049
                                                                                             
     Depreciation                                                      3,012         2,350          1,871
                                                                                             
     Amortization                                                      2,210         2,006          1,453
                                                                                             
     Data processing services                                          1,372         1,347          1,164
                                                                                             
     Net expense from other real estate owned                            242            35             89
                                                                                             
     Other                                                            10,888         9,899          8,397
                                                                 -----------   -----------   ------------
                 Total noninterest expense                            48,537        43,270         34,932
                                                                 -----------   -----------   ------------
     Income before taxes                                              24,001        24,519         20,402
                                               
     Income tax expense                                               (8,252)       (9,431)        (7,563)
                                                                 -----------   -----------   ------------
                 Net income                                          $15,749       $15,088        $12,839
                                                                 ===========   ===========   ============
 EARNINGS PER COMMON SHARE
                                                                                                               
  Basic                                                                $2.48         $2.41          $2.07 
                                                                 ===========   ===========   ============
  Diluted                                                              $2.41         $2.32          $2.01
                                                                 ===========   ===========   ============
</TABLE> 

See accompanying notes to consolidated financial statements.

                                      F-10
<PAGE>
 
                             BANCFIRST CORPORATION
                CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                            (Dollars in thousands)

<TABLE>
<CAPTION>
 
                                                                             Year Ended December 31,
                                              ------------------------------------------------------------------------------------- 

                                                        1997                            1996                          1995
                                              --------------------------    --------------------------    --------------------------
 
                                                 Shares         Amount         Shares         Amount         Shares         Amount
                                              -----------    -----------    -----------    -----------    -----------    -----------

<S>                                           <C>            <C>            <C>            <C>            <C>            <C> 
COMMON STOCK                                    
                                                
   Issued at beginning of year                6,400,338       $  6,400       6,225,455       $  6,225      6,202,814     $ 6,203
                                                                                                                        
   Shares issued                                 60,600             61         174,883            175         85,081          85
                                                                                                        
   Shares acquired and canceled                (115,509)          (116)             --             --        (62,440)        (63)
                                              ---------       --------       ---------       --------      ---------     -------
   Issued at end of year                      6,345,429       $  6,345       6,400,338       $  6,400      6,225,455     $ 6,225
                                              =========       ========       =========       ========      =========     =======
                                                          
CAPITAL SURPLUS                                           
                                                          
   Balance at beginning of year                               $ 36,218                       $ 34,769                    $34,259
                                                          
   Common stock issued                                             991                          1,449                        620
                                                          
   Shares acquired and canceled                                 (1,201)                            --                       (110)
                                                             ---------                       --------                    -------
   Balance at end of year                                    $  36,008                       $ 36,218                    $34,769
                                                             =========                       ========                    =======
RETAINED EARNINGS                            
                                             
   Balance at beginning of year                               $ 68,742                       $ 55,792                    $45,611
                                                      
   Net income                                                   15,749                         15,088                     12,839
                                              
   Dividends on common stock                                    (2,668)                        (2,138)                    (1,801)
   ($0.42, $0.34 and $0.29                     
   per share, respectively)                   
                                              
   Common stock canceled                                        (2,791)                            --                       (857)
                                                             ---------                       --------                    -------
   Balance at end of year                                     $ 79,032                       $ 68,742                    $55,792
                                                              ========                       ========                    =======
UNREALIZED SECURITIES GAINS (LOSSES)         
                                             
   Balance at beginning of year                               $    736                       $  1,557                    $(4,112)
                                             
   Net change                                                      813                           (821)                     5,669
                                                              --------                       --------                    -------
   Balance at end of year                                     $  1,549                       $    736                    $ 1,557
                                                              ========                       ========                    =======
   Total stockholders' equity                                 $122,934                       $112,096                    $98,343
                                                              ========                       ========                    =======
 </TABLE> 
 
See accompanying notes to consolidated financial  statements.

                                      F-11
<PAGE>
 
                             BANCFIRST CORPORATION
                     CONSOLIDATED STATEMENT OF CASH FLOWS
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                                              December 31,
                                                                                 ----------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES                                               1997          1996        1995
                                                                                 --------      --------    --------
<S>                                                                            <C>           <C>           <C>
   Net income                                                                    $  15,749     $ 15,088    $12,839
   Adjustments to reconcile to net cash provided by operating activities:      
     Provision for possible losses                                                     982        1,394        985
     Depreciation and amortization                                                   5,222        4,356      3,324
     Net amortization of securities premiums and discounts                            (829)        (196)       966
     Unrealized losses on other real estate owned                                       73          149        111
     (Increase) decrease in interest receivable                                       (730)         271     (1,208)
     (Increase) decrease in other receivables                                       (4,277)      (7,082)       884
     Increase in interest payable                                                    1,782          286        808
     (Increase) decrease in deferred tax asset                                        (247)        (568)      (398)
     Other, net                                                                      6,596       (4,092)    (2,373)
                                                                                 ---------     --------    -------
       Net cash provided by operating activities                                    24,321        9,606     15,938
                                                                                 ---------     --------    -------
INVESTING ACTIVITIES                                                           
   Cash and due from banks used for acquisitions                                    (5,008)      (9,825)   (15,524)
   Purchases of securities:                                                                                
     Held for investment                                                           (11,597)      (3,277)   (10,693)
     Available for sale                                                            (89,287)     (58,894)   (51,655)
   Maturities of securities:                                                   
     Held for investment                                                             6,711        7,086      5,117
     Available for sale                                                             68,950       64,274     66,808
   Proceeds from sales of securities:                                          
     Held for investment                                                               669           --        454
     Available for sale                                                                148       16,315      3,785
   Net (increase) decrease in federal funds sold                                     4,185       (1,315)     8,482
   Purchases of loans                                                               (4,775)     (14,973)   (16,395)
   Proceeds from sales of loans                                                    119,484      107,461     56,741
   Net other increase in loans                                                    (209,465)    (150,335)   (93,480)
   Purchases of premises and equipment                                              (4,584)      (5,148)    (2,941)
   Proceeds from the sale of other real estate                                 
       owned and repossessed assets                                                  1,803        1,610      1,448
   Other, net                                                                          900         (977)       347
                                                                                 ---------     --------    -------
     Net cash used for investing activities                                       (121,866)     (49,998)   (47,506)
                                                                                 ---------     --------    -------
FINANCING ACTIVITIES                                                           
   Net increase in demand, transaction and savings deposits                         18,825       18,626     20,109
   Net increase in certificates of deposits                                         50,832       24,795     26,138
   Net increase (decrease) in short-term borrowings                                  2,602      (15,291)    18,588
   Net increase in long-term borrowings                                                415        5,718        918
     Issuance of 9.65% Capital Securities                                           23,972           --         --
   Issuance of common stock                                                            412          125        370
   Purchase and retirement of common stock                                          (4,108)          --     (1,029)
   Cash dividends paid                                                              (2,545)      (1,995)    (1,737)
                                                                                 ---------     --------    -------
     Net cash provided by financing activities                                      90,405       31,978     63,357
                                                                                 ---------     --------    -------
   Net increase (decrease) in cash and due from banks                               (7,140)      (8,414)    31,789
   Cash and due from banks at the beginning of the year                             76,939       85,353     53,564
                                                                                 ---------     --------    -------
   Cash and due from banks at the end of the year                                $  69,799     $ 76,939    $85,353
                                                                                 =========     ========    =======
SUPPLEMENTAL DISCLOSURE                                                        
   Cash paid during the year for interest                                        $  38,509     $ 33,356    $29,301
                                                                                 =========     ========    =======
   Cash paid during the year for income taxes                                    $   8,017     $  9,531    $ 7,649
                                                                                 =========     ========    =======
</TABLE> 
See accompanying notes to consolidated financial statements.

                                      F-12
<PAGE>
 
                             BANCFIRST CORPORATION
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            (Dollars in thousands)


(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     The accounting and reporting policies of BancFirst Corporation and its
subsidiaries (the "Company") conform to generally accepted accounting principles
and general practice within the banking industry.  A summary of the significant
accounting policies follows.

BASIS OF PRESENTATION

     The accompanying consolidated financial statements include the accounts of
BancFirst Corporation, BancFirst, BancFirst Investment Corporation, Lenders
Collection Corporation and Express Financial Corporation.  All significant
intercompany accounts and transactions have been eliminated.  Assets held in a
fiduciary or agency capacity are not assets of the Company and, accordingly, are
not included in the consolidated financial statements.  Certain amounts for 1996
and 1995 have been reclassified to conform with the 1997 presentation.

USE OF ESTIMATES

     The preparation of financial statements in conformity with generally
accepted accounting principles inherently involves the use of estimates and
assumptions which affect the amounts reported in the financial statements and
the related disclosures. Such estimates and assumptions may change over time and
actual amounts realized may differ from those reported.

SECURITIES

     The Company's practice is to hold its securities to maturity and it does
not engage in trading activities. Any sales of securities are to execute the
Company's asset/liability management, to eliminate a perceived credit risk in a
specific security, or to provide liquidity. Securities that are being held for
indefinite periods of time, or that may be sold as part of the Company's
asset/liability management strategy, to provide liquidity or for other reasons,
are classified as available for sale and are stated at estimated market value.
Unrealized gains or losses on securities available for sale are reported as a
component of stockholders' equity, net of income tax. Securities for which the
Company has the intent and ability to hold to maturity are classified as held
for investment and are stated at cost, adjusted for amortization of premiums and
accretion of discounts computed under the interest method, unless such
investments are considered permanently impaired, in which case they are adjusted
to the lower of cost or market. Gains or losses from sales of securities are
based upon the book value of the specific securities sold.

LOANS

     Loans are stated at the principal amount outstanding.  Interest income on
certain installment loans is recorded by use of a method which produces a
reasonable approximation of a constant yield on the outstanding principal.
Interest on all other performing loans is recognized based upon the principal
amount outstanding.

     A loan is placed on nonaccrual status when, in the opinion of management,
the future collectibility of interest and/or principal is in serious doubt.
Interest income is recognized on certain of these loans on a cash basis if the
full collection of the remaining principal balance is reasonably expected.
Otherwise, interest income is not recognized until the principal balance is
fully collected.

                                      F-13
<PAGE>
 
                             BANCFIRST CORPORATION
                                        
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONT.)

ALLOWANCE FOR POSSIBLE LOAN LOSSES

   The allowance for possible loan losses is increased by annual provisions
charged to operating expense and is reduced by net loan charge-offs.  The
provision for loan losses charged to operating expense is based on past loan
loss experience and other factors which, in Management's judgment, deserve
current recognition in estimating possible loan losses.  Such other factors
considered by Management include evaluations of known problem loans, levels of
adversely classified and nonperforming loans, and general economic conditions.

   The Company adopted Statement of Financial Accounting Standards No. 114,
"Accounting by Creditors for Impairment of a Loan" ("FAS 114"), in January 1995.
This accounting standard requires that impaired loans be measured based upon the
present value of future cash flows discounted at the loan's effective interest
rate, or as a practical expedient, at the loan's observable market price or the
fair value of the collateral if the loan is collateral dependent.  A loan is
impaired when it is probable that the creditor will be unable to collect all
amounts due according to the contractual terms of the loan agreement.  The
Company's impaired loans are collateral dependent.  Accordingly, the amount of
impairment is measured based upon the fair value of the underlying collateral
and is included in the allowance for possible loan losses.

PREMISES AND EQUIPMENT

   Premises and equipment are stated at cost, less accumulated depreciation.
Depreciation is charged to operating expense and is computed using the straight-
line method over the estimated useful lives of the assets.  Maintenance and
repairs are charged to expense as incurred while improvements are capitalized.
When assets are sold or otherwise retired, the cost and applicable accumulated
depreciation are removed from the respective accounts and any resulting gain or
loss is reflected in operations.

OTHER REAL ESTATE OWNED

   Other real estate owned is comprised of properties acquired through
foreclosure proceedings or acceptance of a deed in lieu of foreclosure.  These
properties are carried at the lower of the book value of the related loan or
fair market value based upon appraisals.  Losses arising at the time of
classification of such properties as other real estate owned are charged
directly to the allowance for possible loan losses.  Losses from declines in
value of the properties subsequent to classification as other real estate owned
are charged directly to operating expense.

INTANGIBLE ASSETS

   Core deposit intangibles are amortized on a straight-line basis over the
estimated useful lives of the core deposits.  The excess of cost over the fair
value of assets acquired (goodwill) is amortized on a straight-line basis over
fifteen to twenty years.  Organization cost and trademarks are amortized on a
straight-line basis over five years and fifteen years, respectively.

INCOME TAXES

   The Company files a consolidated income tax return.   Deferred taxes are
recognized under the asset and liability approach based upon the future tax
consequences of temporary differences between the carrying amounts and tax bases
of assets and liabilities, using the tax rates expected to apply to taxable
income in the periods when the related temporary differences are expected to be
realized.

                                      F-14
<PAGE>
 
                             BANCFIRST CORPORATION
                                        
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONT.)

EARNINGS PER COMMON SHARE

   The Company adopted Statement of Financial Accounting Standards No. 128
"Earnings per Share" ("FAS 128"), in December 1997. This accounting standard
replaces the presentation of primary and fully diluted earnings per share with
new computations of basic and diluted earnings per common share.  Basic earnings
per common share is computed by dividing net income, less any preferred
dividends requirement, by the weighted average of common shares outstanding, as
restated for shares issued in business combinations accounted for as poolings of
interests, if any.  Diluted earnings per common share reflects the potential
dilution that could occur if securities or other contracts to issue common stock
were exercised or converted into common stock or resulted in the issuance of
common stock that then shared in the earnings of the company.

STATEMENT OF CASH FLOWS

   For purposes of the statement of cash flows, the Company considers cash and
due from banks, and interest-bearing deposits with banks as cash equivalents.
Acquisitions accounted for as purchases or as book value purchases are presented
net of any stock issued, assets acquired and liabilities assumed.

   In 1996, in connection with the acquisitions of City Bankshares, Inc. of
Oklahoma City, Oklahoma ("City Bankshares") and Commerce Bancorporation, Inc. of
McLoud, Oklahoma ("Commerce Bancorp"), the Company paid cash of $19,227, issued
common stock of $1,451, acquired assets of $160,928 and assumed liabilities of
$140,250.

   In 1995, in connection with the acquisitions of State National Bank of
Marlow, Oklahoma ("State National Bank") and Johnston County Bancshares, Inc. of
Tishomingo, Oklahoma ("Johnston County Bancshares"), the Company paid cash of
$17,960, including retirement of debt, issued common stock of $335, acquired
assets of $111,050 and assumed liabilities of $92,755.
 
RECENT ACCOUNTING PRONOUNCEMENTS

   In June 1996, the Financial Accounting Standards Board (the "FASB") issued
Statement of Financial Accounting Standards No. 125, "Accounting for Transfers
and Servicing of Financial Assets and Extinguishments of Liabilities."  This
standard is based on a financial-components approach under which an entity
recognizes the financial and servicing assets it controls and the liabilities it
has incurred as a result of a transfer of financial assets, and derecognizes
financial assets when control has been surrendered, and derecognizes liabilities
when extinguished.  This standard is effective for transfers and servicing of
financial assets and extinguishments of liabilities occurring after December 31,
1996 (except for certain provisions relating to repurchase agreements,
securities lending and similar transactions that were deferred for one year by
Statement of Financial Accounting Standards No. 127, "Deferral of the Effective
Date of Certain Provisions of FASB Statement No. 125"), and must be applied
prospectively.  The Company does not expect that, upon adoption, this standard
will have a material effect on its consolidated financial statements.

   In June 1997, the FASB issued Statement of Financial Accounting Standards No.
130, "Reporting Comprehensive Income."  This Statement establishes standards for
reporting and display of comprehensive income and its components (revenues,
expenses, gains and losses) in a full set of general-purpose financial
statements.  This standard requires that all items that are to be recognized
under accounting standards as components of comprehensive income be reported in
a financial statement that is displayed with the same prominence as other
financial statements.  This standard also requires that the Company (a) classify
items of other comprehensive income by their nature in a financial statement and
(b) display the accumulated balance of other comprehensive income separately
from retained earnings and additional paid-in capital in the equity section of a
statement of financial position.  The Statement is effective for periods
beginning after December 15, 1997.  The Company does not expect that the
adoption of this standard will have a material effect on its consolidation
financial statements.

                                      F-15
<PAGE>
 
                             BANCFIRST CORPORATION
                                        
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONT.)

     In June 1997, the FASB issued Statement of Financial Accounting Standards
No. 131 "Disclosures about Segments of an Enterprise and Related Information".
This Statement establishes standards for the way that public enterprises report
information about operating segments in annual financial statements and requires
that those enterprises report selected information about operating segments in
interim financial reports issued to shareholders. The Statement is effective for
financial statements for periods beginning after December 15, 1997. The Company
expects that the adoption of this standard may require additional disclosures.

(2)  FORMATION OF BANCFIRST CORPORATION; MERGERS, ACQUISITIONS
     AND DISPOSALS

     BancFirst Corporation was incorporated in Oklahoma in July 1984.  In June
1985, it merged with seven Oklahoma bank holding companies and has conducted
business as a bank holding company since that time.  Additional mergers and
acquisitions have been completed and, as a result, BancFirst Corporation is the
surviving corporation along with the aforementioned subsidiaries, while the
holding companies, banks and other companies that were merged or acquired ceased
to exist as separate companies.

     In March 1995, the Company acquired State National Bank which had total
assets of $101,976.  The acquisition was for cash of $17,485, with an additional
$500 placed in escrow pending the resolution of certain matters.  State National
Bank was immediately merged into BancFirst.  The acquisition was accounted for
as a purchase.  Accordingly, the effect of the transaction is included in the
Company's consolidated financial statements from the date of the acquisition
forward.  A core deposit intangible of $406 and goodwill of $810 were recorded
for the acquisition.  Subsequent payments from the escrow, if any, to the former
shareholders of State National Bank will increase the goodwill recorded.  Pro
forma condensed results of operations, as though State National Bank had been
acquired January 1, 1994, are as follows:
<TABLE>
<CAPTION>
 
                                                                       UNAUDITED
                                                                 --------------------
                                                                      YEAR ENDED
                                                                      DECEMBER 31,
                                                                 --------------------
                                                                   1995        1994
                                                                 --------    --------
<S>                                                              <C>          <C>
 
        Net interest income                                      $44,350      $42,160
                                                                 
        Net income                                               $13,018      $12,296
                                                                 
        Net income per common share:                             
                                                                 
           Basic                                                 $  2.10      $  1.98
                                                                 
           Diluted                                               $  2.04      $  1.92
</TABLE>

     In December 1995, the Company acquired all the assets and assumed all of
the liabilities of Johnston County Bancshares, Inc. ("Johnston County
Bancshares") which had total assets of $10,051. Johnston County Bancshares was
controlled by certain executive officers and directors of the Company. The
acquisition was effected through the exchange of 28,831 shares of BancFirst
Corporation common stock for all of the outstanding common and preferred stock
of Johnston County Bancshares. The minority shares of Johnston County
Bancshares' subsidiary bank were purchased for $120. The acquisition was
accounted for as a book value purchase, which is similar to the pooling of
interests method, although the effect of the acquisition is included in the
Company's consolidated financial statements from the date of the acquisition
forward. The acquisition did not have a material effect on the results of
operations of the Company for 1995.

                                      F-16
<PAGE>
 
                             BANCFIRST CORPORATION
                                        
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONT.)

   In March 1996, BancFirst acquired City Bankshares, Inc. ("City Bankshares")
which had $136,251 in total assets.  The acquisition was for cash of $19,125,
with City Bankshares and its subsidiary bank, City Bank & Trust, being merged
into BancFirst.  C-Teq, Inc., an 85% owned data processing subsidiary of City
Bankshares, was spun off to the shareholders of City Bankshares prior to the
acquisition.  BancFirst also paid the CEO of City Bankshares $1,250 for an
agreement not to compete with BancFirst for a period of four years.  The
acquisition was accounted for as a purchase.  Accordingly, the effect of the
acquisition is included in the Company's consolidated financial statements from
the date of the acquisition forward.  A core deposit intangible of $830 and
goodwill of $7,419 were recorded in the acquisition.  Pro forma condensed
results of operations, as though City Bankshares had been acquired January 1,
1995, are as follows:
<TABLE>
<CAPTION>
 
 
                                                                        UNAUDITED
                                                                  --------------------
                                                                       YEAR ENDED
                                                                       DECEMBER 31,
                                                                  --------------------
                                                                    1995        1994
                                                                  --------    --------
<S>                                                               <C>         <C>
 
        Net interest income                                        $55,199     $49,226
                                                                            
        Net income                                                 $14,998     $13,122
                                                                            
        Net income per common share:                                        
                                                                            
           Basic                                                   $  2.39     $  2.11
                                                                            
           Diluted                                                 $  2.30     $  2.05
</TABLE>

   In October 1996, the Company acquired all of the assets and assumed all of
the liabilities of Commerce Bancorp which had $17,786 in assets.  Commerce
Bancorp was controlled by certain executive officers of the Company.  The
acquisition was effected through the exchange of 156,508 shares of BancFirst
Corporation common stock for all of the Commerce Bancorp common stock
outstanding.  The minority shares of Commerce Bancorp's subsidiary bank were
purchased for $102.  The merger was accounted for as a book value purchase,
which is similar to the pooling of interests method, although the effect of the
merger is included in the Company's consolidated financial statements from the
date of the acquisition forward.  The acquisition did not have a material effect
on the results of operations of the Company for 1996.

   In December 1996, the Company acquired 26.75% of the common stock outstanding
of Peoples State Bank of Tulsa, Oklahoma for cash of $770.  Peoples State Bank
has approximately $51,000 in total assets.  This investment is accounted for
under the equity method of accounting and did not have a material effect on the
results of operations of the Company for 1996.

   In December 1996, the Company's money order subsidiary, National Express
Corporation ("National Express"), entered into an agreement for the sale of its
business.  Under the terms of the agreement, National Express received cash of
$600 in January 1997, and may receive additional payments of up to $500 over a
two-year period based upon specified levels of business retained by the
purchaser.  The business of National Express was transferred to the purchaser in
January and February 1997, and the name of the company was changed to Express
Financial Corporation.  The sale was accounted for as a disposal of a segment of
a business.  Consequently, the expected net gain from the disposal will be
recognized in the Company's consolidated statement of income when the final
proceeds are received.  The operations of National Express were not material in
relation to the consolidated operations of the Company.  The following assets
and liabilities of Express Financial Corporation are included in the Company's
consolidated balance sheet:

                                      F-17
<PAGE>
 
                             BANCFIRST CORPORATION
                                        
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONT.)


<TABLE>
<CAPTION>
 
                                                                    December 31,
                                                                 ------------------

                                                                   1997      1996
                                                                 --------  -------- 
<S>                                                              <C>       <C>
        Cash and due from BancFirst                              $  2,290  $  6,611
                                                                          
        Interest-bearing deposit with BancFirst                     3,674     3,674
                                                                          
        Securities held for investment                                508       776
                                                                         
        Premises and equipment, net                                     6       185
                                                                           
        Intangible assets, net                                         --       515
                                                                          
        Receivables from money order sales, net                       283     7,371
                                                                         
        Other assets                                                    9        17
                                                                 --------  --------         
           Total assets                                          $  6,770  $ 19,149
                                                                 ========  ========
 
        Outstanding money orders                                 $  1,693  $ 13,839
 
        Other liabilities                                              16        58
                                                                 ------------------
 
           Total liabilities                                     $  1,709  $ 13,897
                                                                 ========  ======== 
</TABLE>
                                                                                
Only the intangible assets were acquired by the purchaser and the purchaser did
not assume any liabilities of Express Financial Corporation.

   In March 1997, the Company acquired 22.8% of the common stock outstanding of
First Ada Bancshares, Inc. for cash of $4,954.  First Ada Bancshares, Inc. has
approximately $170,000 in total assets.  This investment is accounted for under
the equity method of accounting and did not have a material effect on the
results of operations of the Company for 1997.

   In March 1998, BancFirst completed the purchase of 13 branches from
NationsBank, N.A. and concurrently sold three of the branches to another
Oklahoma financial institution.  The purchase and sale resulted in BancFirst
purchasing loans and other assets of approximately $33,000, assuming deposits of
approximately $135,000 and paying a premium on deposits of approximately $9,000.
The transaction will be accounted for as a purchase.  Accordingly, the effects
of the purchase will be included in the Company's consolidated financial
statements from the date of the purchase forward.

   In December 1997, the Company entered into an agreement to acquire Lawton
Security Bancshares, Inc. ("Lawton Security Bancshares"), which has
approximately $90,000 in total assets.  The acquisition is expected to be
completed in the second quarter of 1998 and will be effected through the
exchange of 414,794 shares of BancFirst Corporation common stock for all of the
Lawton Security Bancshares common stock outstanding.  The acquisition is subject
to regulatory approval and will be accounted for as a pooling of interests.
Accordingly, upon completion of the acquisition, the consolidated accounts of
Lawton Security Bancshares will be combined with the accounts of the Company and
will be included in the Company's consolidated financial statements for all
periods presented.

                                      F-18
<PAGE>
 
                             BANCFIRST CORPORATION
                                        
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONT.)

(3)  DUE FROM BANKS AND FEDERAL FUNDS SOLD

     The Company maintains accounts with various other financial institutions
and the Federal Reserve Bank, primarily for the purpose of clearing cash items.
Also, it sells federal funds to certain of these institutions on an overnight
basis. As a result, the Company had concentrations of credit risk in two
institutions totaling $39,063 at December 31, 1997 and in three institutions
totaling $55,043 at December 31, 1996. These institutions are selected based on
the strength of their financial condition and their creditworthiness. No
collateral is required on such balances.

     The Company is required, as a matter of law, to maintain a reserve balance
on deposit with the Federal Reserve Bank. The average amount of reserves
maintained for each of the years ended December 31, 1997 and 1996 was
approximately $21,501 and $25,566, respectively.
 
(4)  SECURITIES

     The table below summarizes securities held for investment and securities
available for sale:

<TABLE>
<CAPTION>
 
                                                                         December 31,
                                                                  -------------------------

                                                                      1997          1996
                                                                  -----------   -----------
<S>                                                               <C>           <C>
        Held for investment at cost (market value;                $    38,035   $    33,289
        $38,705 and $33,653, respectively)
 
        Available for sale, at market value                           272,308       250,568
                                                                  -----------   -----------
 
           Total                                                  $   310,343   $   283,857
                                                                  ===========   ===========
</TABLE>

                                      F-19
<PAGE>
 
                              BANCFIRST CORPORATION
                                        
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONT.)

   The table below summarizes the book values and estimated market values of
securities held for investment:

<TABLE>
<CAPTION>
                                                                     GROSS             GROSS         ESTIMATED
                                                      BOOK        UNREALIZED        UNREALIZED        MARKET
                                                     VALUE          GAINS             LOSSES          VALUE
                                                   ----------   --------------     ------------    -----------
<S>                                                <C>          <C>                <C>             <C> 
DECEMBER 31, 1997

U.S. Treasury                                      $    6,092     $       14        $        --     $    6,106

Other federal agencies                                     --             --                 --             --

Mortgage backed securities                             13,415            258                (82)        13,591  

States and political subdivisions                      18,475            508                (26)        18,957     

Other securities                                           53             --                 (2)            51
                                                   ----------     ----------        -----------     ----------
 Total                                                                                                   
                                                   $   38,035     $      780        $      (110)    $   38,705
                                                   ==========     ==========        ===========     ==========
 
DECEMBER 31, 1996
 
U.S. Treasury                                      $    6,571     $       28        $        --     $    6,599
 
Other federal agencies                                     --             --                 --             --
 
Mortgage backed securities                             15,989            264                (87)        16,166
 
States and political subdivisions                      10,654            195                (32)        10,817

Other securities                                           75             --                 (4)            71
                                                   ----------     ----------        -----------     ---------- 

 Total                                             $   33,289     $      487        $      (123)    $   33,653
                                                   ==========     ==========        ===========     ==========
 
DECEMBER 31, 1995
 
U.S. Treasury                                      $    2,395     $        5        $        (1)    $    2,399
 
Other federal agencies                                 10,778            293                (10)        11,061
 
Mortgage backed securities                             17,179             88                (49)        17,218
 
States and political subdivisions                      10,478            263                (15)        10,726
                                                                                                    
Other securities                                        1,175              1                 (3)         1,173
                                                   ----------     ----------        -----------     ---------- 
 
 Total                                                                                                 
                                                   $   42,005     $      650        $       (78)    $   42,577
                                                   ==========     ==========        ===========     ==========
</TABLE>

                                      F-20
<PAGE>

                              BANCFIRST CORPORATION

               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Cont.)

       The table below summarizes the amortized cost and estimated market values
of securities available for sale:

                                                 GROSS      GROSS     ESTIMATED
                                    AMORTIZED  UNREALIZED UNREALIZED   MARKET
                                      COST       GAINS      LOSSES      VALUE
                                    ---------  ---------- ----------  ---------

DECEMBER 31, 1997

U.S. Treasury                       $205,706    $  2,149   $    (72)  $207,783

Other federal agencies                14,044         227       (291)    13,980

Mortgage backed securities            41,163         421        (31)    41,553

States and political subdivisions      1,137          10         (1)     1,146

Other securities                       7,846          --         --      7,846
                                    --------    --------   --------   --------

         Total                      $269,896    $  2,807   $   (395)  $272,308
                                    ========    ========   ========   ========

DECEMBER 31, 1996

U.S. Treasury                       $177,213    $  1,267   $   (531)  $177,949

Other federal agencies                15,206         427       (172)    15,461

Mortgage backed securities            48,640         411       (228)    48,823

States and political subdivisions      1,286           2         (4)     1,284

Other securities                       7,061          --        (10)     7,051
                                    --------    --------   --------   --------

         Total                      $249,406    $  2,107   $   (945)  $250,568
                                    ========    ========   ========   ========

DECEMBER 31, 1995

U.S. Treasury                       $170,388    $  2,179   $   (444)  $172,123

Other federal agencies                12,224         355        (19)    12,560

Mortgage backed securities            31,417         557       (226)    31,748

States and political subdivisions        662          --         (5)       657

Other securities                       4,020          --         --      4,020
                                    --------    --------   --------   --------

         Total                      $218,711    $  3,091   $   (694)  $221,108
                                    ========    ========   ========   ========


The maturities of securities held for investment and available for sale are
summarized below. Actual maturities may differ from contractual maturities due
to obligations that are called or prepaid.

                                      F-21
<PAGE>
 
                              BANCFIRST CORPORATION
                                        
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONT.)
<TABLE>
<CAPTION>
 
                                                                    December 31,
                                             ----------------------------------------------------------
                                                        1997                          1996
                                            ----------------------------   ---------------------------
 
                                                              Estimated                     Estimated
                                                Book            Market         Book          Market
                                                Value           Value          Value          Value
                                            ------------    ------------   ------------   ------------
<S>                                         <C>             <C>            <C>            <C>
HELD FOR INVESTMENT
 
Contractual maturity of debt securities:
 
 Within one year                            $      7,846    $      7,876   $      3,943   $      3,966
 
 After one year but within five years             13,036          13,268         15,814         16,016
 
 After five years but within ten years             9,753           9,909          9,720          9,840
 
 After ten years                                   7,400           7,652          3,812          3,831
                                            ------------    ------------   ------------   ------------
 
   Total                                    $     38,035    $     38,705   $     33,289   $     33,653
                                            ============    ============   ============   ============
 
  <CAPTION> 
                                                              Estimated                     Estimated
                                              Amortized         Market       Amortized        Market
                                                 Cost           Value           Cost          Value
                                            ------------    ------------   ------------   ------------
 
AVAILABLE FOR SALE
 
Contractual maturity of debt securities:
 
 Within one year                            $     48,994    $     49,110   $     61,980   $     60,868
 
 After one year but within five years            198,133         200,300        159,114        161,348
 
 After five years but within ten years             8,377           8,448         11,369         11,496
 
 After ten years                                   8,546           8,604         11,882         11,795
                                            ------------    ------------   ------------   ------------
 
   Total debt securities                         264,050         266,462        244,345        245,507
 
Equity securities                                  5,846           5,846          5,061          5,061
                                            ------------    ------------   ------------   ------------
 
   Total                                    $    269,896    $    272,308   $    249,406   $    250,568
                                            ============    ============   ============   ============
</TABLE>
                                                                               
   Sales of securities are summarized below:

<TABLE>
<CAPTION>
                                                      Year Ended December 31,
                                              ------------------------------------- 
                                                  1997         1996          1995
                                              ----------    ---------    ----------
<S>                                           <C>           <C>          <C>
 
Proceeds                                      $      817    $  16,315    $    4,239
 
Gross gains realized                                   1          189           172
 
Gross losses realized                                 --            1            61
</TABLE>

   Securities having book values of $216,315, $208,153 and $197,904 at December
31, 1997, 1996 and 1995, respectively, were pledged as collateral for public
funds on deposit, repurchase agreements and for other purposes as required or
permitted by law.

                                      F-22
<PAGE>
 
                             BANCFIRST CORPORATION
                                        
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONT.)

(5)  LOANS AND ALLOWANCE FOR POSSIBLE LOAN LOSSES

     The following is a schedule of loans outstanding by category:

<TABLE>
<CAPTION>
 
                                                        DECEMBER 31, 1997           DECEMBER 31, 1996
                                                    -----------------------     ----------------------- 
                                                       AMOUNT      PERCENT         AMOUNT      PERCENT
                                                    -----------   ---------     -----------   ---------
<S>                                                 <C>           <C>           <C>           <C>
     Commercial and industrial                      $   183,115       21.35%    $   168,325       22.04%
     Agriculture                                         32,455        3.78          28,128        3.68
     State and political subdivisions:
      Taxable                                               273        0.03             419        0.05
      Tax-exempt                                          6,664        0.78           4,711        0.62
     Oil and gas production                              11,527        1.34           5,826        0.76
     Real Estate:
      Construction                                       46,662        5.44          37,555        4.92
      Farmland                                           18,871        2.20          15,111        1.98
      One to four family residences                     194,386       22.66         196,804       25.78
      Multifamily residential properties                 15,191        1.77          12,055        1.58
      Commercial                                        181,265       21.13         139,626       18.29
     Consumer                                           102,549       11.96         100,075       13.11
     Guaranteed student loans                            43,022        5.01          37,288        4.88
     Credit card receivables                              2,267        0.26           1,854        0.24
     Other                                               19,649        2.29          15,782        2.07
                                                    -----------   ---------     -----------   ---------
      Total loans                                   $   857,896      100.00%    $   763,559      100.00%
                                                    ===========   =========     ===========   =========
</TABLE>

     The Company's loans are mostly to customers within Oklahoma and over half
of the loans are secured by real estate. Credit risk on loans is managed through
limits on amounts loaned to individual borrowers, underwriting standards and
loan monitoring procedures. The amounts and types of collateral obtained to
secure loans is based upon the Company's underwriting standards and management's
credit evaluation. Collateral varies, but may include real estate, equipment,
accounts receivable, inventory, livestock and securities. The Company's interest
in collateral is secured through filing mortgages and liens, and in some cases,
by possession of the collateral. The amount of estimated loss due to credit risk
in the Company's loan portfolio is provided for in the allowance for possible
loan losses. The amount of the allowance required to provide for all existing
losses in the loan portfolio is an estimate based upon evaluations of loans,
appraisals of collateral and other estimates which are subject to rapid change
due to changing economic conditions and the economic prospects of borrowers. It
is reasonably possible that a material change could occur in the estimated
allowance for possible loan losses in the near term.

                                      F-23
<PAGE>
 
                             BANCFIRST CORPORATION
                                        
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONT.)

   Changes in the allowance for possible loan losses are summarized as follows:

<TABLE>
<CAPTION>
 
                                                            YEAR ENDED DECEMBER 31,
                                                     ------------------------------------
                                                        1997         1996         1995
                                                     ---------    ---------    ----------
<S>                                                  <C>          <C>          <C>
Balance at beginning of year                         $  11,945    $  10,646    $    9,729
                                                     ---------    ---------    ----------
Charge-offs                                             (1,240)      (1,067)       (1,013)
Recoveries                                                 597          413           561
                                                     ---------    ---------    ----------
   Net (charge-offs) recoveries                           (643)        (654)         (452)
                                                     ---------    ---------    ----------
Provisions charged to operations                           982          994           855
Additions from acquisitions                                 --          959           514
                                                     ---------    ---------    ----------
   Total additions                                         982        1,953         1,369
                                                     ---------    ---------    ----------
Balance at end of year                               $  12,284    $  11,945    $   10,646
                                                     =========    =========    ==========
</TABLE>


BancFirst has made loans in the ordinary course of business to the executive
officers and directors of the Company and to certain affiliates of these
executive officers and directors.  Management believes that all such loans were
made on substantially the same terms as those prevailing at the time for
comparable transactions with other persons and do not represent more than a
normal risk of collectibility or present other unfavorable features.  A summary
of these loans is as follows:

<TABLE>
<CAPTION>
                                 BALANCE                                                        BALANCE
       YEAR ENDED               BEGINNING                                 AMOUNTS                END OF
      DECEMBER 31,               OF YEAR            ADDITIONS            COLLECTED                YEAR
      ------------             -----------          ---------            ---------              -------        
      <S>                      <C>                  <C>                  <C>                    <C>
 
         1995                     $1,190              $  750               $  387                $1,553
                                                                                                
         1996                      1,553               2,444                  819                 3,178
                                                                                                
         1997                      3,178               6,065                1,415                 7,828
</TABLE>

Interest income attributable to related party loans amounted to $221, $162 and
$94, in 1997, 1996 and 1995, respectively.

   Below is a summary of the amount included in the allowance for possible loan
losses for loans considered to be impaired under FAS 114.

<TABLE>
<CAPTION>
                                                                YEAR ENDED
                                                                DECEMBER 31,
                                                           --------------------- 
                                                              1997        1996
                                                           ---------   ---------
<S>                                                        <C>         <C>
 
Allowance for possible loss on impaired loans              $   1,858   $   2,148
 
Recorded balance of impaired loans                             5,531       6,056
</TABLE>

                                      F-24
<PAGE>
 
                             BANCFIRST CORPORATION
                                        
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONT.)
 
(6)  PREMISES AND EQUIPMENT

     The following is a summary of premises and equipment by classification:
<TABLE>
<CAPTION>
                                                                         DECEMBER 31,
                                                                 ------------------------- 
                                                                     1997          1996
                                                                 -----------   -----------
<S>                                                              <C>           <C>
 
     Land                                                          $  7,247      $  7,242
      
     Buildings                                                       31,216        31,069
 
     Furniture, fixtures and equipment                               18,244        18,513
                                                             
     Accumulated depreciation                                       (23,109)      (23,268)
                                                                   --------      --------
         Total                                                     $ 33,598      $ 33,556
                                                                   ========      ========
                                                                       
</TABLE>

(7)  INTANGIBLE ASSETS

     The following is a summary of intangible assets, net of accumulated
amortization:
<TABLE>
<CAPTION>
                                                                           DECEMBER 31,
                                                                    ------------------------
                                                                       1997          1996
                                                                    ----------    ----------
<S>                                                                 <C>           <C>
 
     Excess of cost over fair value of assets acquired              $   10,937    $   12,861
 
     Core deposit intangibles                                            1,555         1,999
 
     Organization costs                                                     --             2
 
     Trademarks                                                              8             9
                                                                    ----------    ----------
 
        Total                                                       $   12,500    $   14,871
                                                                    ==========    ==========
</TABLE>

(8)  TIME DEPOSITS

     Certificates of deposit in denominations of $100 or more totaled $138,441
and $113,123 at December 31, 1997 and 1996, respectively.
 
(9)  SHORT-TERM BORROWINGS

     The following is a summary of short-term borrowings:
<TABLE>
<CAPTION>
                                                                                       DECEMBER 31,
                                                                              --------------------------- 
                                                                                  1997            1996
                                                                              ------------     ----------
<S>                                                                      <C>              <C>
     Federal funds purchased                                                  $      3,696     $    3,414
     Repurchase agreements                                                           2,320             --
                                                                              ------------     ----------
      Total                                                                   $      6,016     $    3,414
                                                                              ============     ==========
     Weighted average interest rate                                                   5.35%          4.81%
                                                                              ============     ==========
</TABLE>

Federal funds purchased represents borrowings of overnight funds from other
financial institutions.

                                      F-25
<PAGE>
 
                             BANCFIRST CORPORATION

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONT.)

The Company enters into sales of securities to certain of its customers with
simultaneous agreements to repurchase. These agreements represent an overnight
borrowing of funds.

(10) LINE OF CREDIT

     In August 1993, the Company entered into a $10,000 line of credit agreement
to be used specifically for acquisitions.  The line of credit matured June 1,
1995 and was not renewed.  Borrowings under the line of credit would bear
interest at prime rate.  Collateral for the line of credit consisted of the
shares of BancFirst common stock owned by BancFirst Corporation.  The line of
credit agreement contained restrictive covenants regarding the issuance of
additional capital stock, additional indebtedness, liens and encumbrances,
salaries, dividends and mergers.  No advances were made under the line of
credit.

(11) LONG-TERM BORROWINGS

     In 1995 the Company began borrowing under a line of credit from the Federal
Home Loan Bank of Topeka, Kansas in order to match-fund certain long-term fixed
rate loans.  Such advances are at rates of from 5.93% to 7.21% and mature from
2003 through 2011.  Interest on the advances is payable monthly.  Semiannual
principal payments on the advances total $97.

     In December 1996, the Company borrowed $5,000 under the line of credit to
fund general loan growth.  This advance is at a rate of 5.97% and matures
December 1998.  Interest on the advance is payable monthly.

     Residential first mortgages are pledged as collateral for the borrowings
under the line of credit.

(12) 9.65% CAPITAL SECURITIES

     In January 1997, BancFirst Corporation established BFC Capital Trust I (the
"Trust"), a trust formed under the Delaware Business Trust Act. In February
1997, the Trust issued $25,000 of aggregate liquidation amount of 9.65% Capital
Securities, Series A (the "Capital Securities"). The proceeds from the sale of
the Capital Securities were invested in 9.65% Junior Subordinated Deferrable
Interest Debentures, Series A (the "Debentures") of BancFirst Corporation. The
Series A Capital Securities and Debentures were subsequently exchanged for
Series B Capital Securities and Debentures, pursuant to a Registration Rights
Agreement. The terms of the Series A and Series B securities are identical in
all material respects. Distributions on the Capital Securities are payable
January 15 and July 15 of each year. Such distributions may be deferred for up
to ten consecutive semi-annual periods. The stated maturity date of the Capital
Securities is January 15, 2027, but they are subject to mandatory redemption
pursuant to optional prepayment terms. The Capital Securities represent an
undivided interest in the Debentures, are guaranteed by BancFirst Corporation,
and are presented as long-term debt in the Company's consolidated financial
statements, but qualify as Tier 1 regulator capital. During any deferral period
or during any event of default, BancFirst Corporation may not declare or pay any
dividends on any of its capital stock.

                                      F-26
<PAGE>
 
                             BANCFIRST CORPORATION
                                        
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONT.)
 
(13) INCOME TAXES

     The components of the Company's income tax expense are as follows:

<TABLE>
<CAPTION>
 
 
                                                            Year Ended December 31,
                                                        1997          1996         1995
<S>                                                   <C>          <C>            <C>
     Current taxes:  Federal                          $ (7,669)    $ (8,091)      $(6,993)
                     State                                (839)      (1,039)         (904)
     Deferred taxes                                        256         (301)          334
                                                      --------     --------       -------
      Total income taxes                              $ (8,252)    $ (9,431)      $(7,563)
                                                      ========     ========       =======
</TABLE>

     Income tax expense applicable to securities transactions approximated $1,
$6 and $19 for the years ended December 31, 1997, 1996 and 1995, respectively.

     At December 31, 1997, the Company had net operating loss carryforwards for
tax purposes of approximately $1,291. If not utilized, the tax net operating
loss carryforwards will expire as follows: $59 in 2000, $159 in 2001, $142 in
2004, and $931 in 2010.

     A reconciliation of tax expense at the federal statutory tax rate applied
to income before taxes follows:
 
<TABLE>
<CAPTION>
                                                                       Year Ended December 31,
                                                               ------------------------------------
                                                                  1997         1996          1995
                                                               ---------    ---------     ---------
<S>                                                            <C>          <C>           <C>
Tax expense at the federal statutory tax rate                  $  (8,400)   $  (8,582)    $  (7,141)
 
(Increase) decrease in tax expense from:
 
 Tax-exempt income, net                                              387          367           400
 
 Excess cost amortization                                           (522)        (474)         (332)
 
 State tax expense, net of federal tax benefit                      (570)        (662)         (600)
 
 Other, net                                                          853          (80)          110
                                                               ---------    ---------     ---------
 
 Total tax expense                                             $  (8,252)   $  (9,431)    $  (7,563)
                                                               =========    =========     =========
</TABLE>

                                      F-27
<PAGE>
 
                             BANCFIRST CORPORATION
                                        
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONT.)

 The net deferred tax asset consisted of the following:
<TABLE>
<CAPTION>
                                                                           December 31,
                                                                    --------------------------
                                                                        1997           1996
                                                                    -----------     ----------
<S>                                                                 <C>             <C>
 
     Provisions for possible loan losses                            $     3,989     $   3,511
      
     Discount on securities of banks acquired                               275           400
      
     Write-downs of other real estate owned                                 106           277
 
     Net operating loss carryforwards                                       452           489
      
     Provision for contingent losses                                         17             2
      
     Other                                                                  285           300
                                                                    -----------     ---------
      
     Gross deferred tax assets                                            5,124         4,979
                                                                    -----------     ---------
      
     Unrealized net gain on securities available for sale                  (844)         (407)
      
     Depreciation                                                        (1,460)       (1,361)
      
     Other                                                                 (123)         (324)
                                                                    -----------     ---------
      
     Gross deferred tax liabilities                                      (2,427)       (2,092)
                                                                    -----------     ---------
      
     Net deferred tax asset                                         $     2,697     $    2,887
                                                                    ===========     =========
</TABLE>

(14) EMPLOYEE BENEFITS

     In May 1986, the Company adopted the BancFirst Corporation Employee Stock
Ownership and Thrift Plan (the "ESOP") effective January 1, 1985.  The ESOP
covers all eligible employees, as defined in the ESOP, of the Company and its
subsidiaries.  The ESOP allows employees to defer up to 12% of their base
salary, of which the Company may match 50%, but not to exceed 3% of their base
salary.  In addition, the Company may make discretionary contributions to the
ESOP, as determined by the Company's Board of Directors.  The aggregate amounts
of contributions by the Company to the ESOP for the years ended December 31,
1997, 1996 and 1995, were approximately $1,050, $841 and $621, respectively.

     The Company also adopted a nonqualified incentive stock option plan (the
"ISOP") in May 1986.  In 1996, the Company amended the ISOP to increase the
number of shares to be issued under the plan and increase the life of the
options.  The maximum number of common shares approved to be issued under the
ISOP is 650,000.  The options are exercisable beginning four years from the date
of grant at the rate of 25% per year for four years.  Options granted prior to
1996 expire at the end of eleven years from the date of grant.  Options granted
beginning in 1996 and later expire at the end of fifteen years from the date of
grant.  Options outstanding as of December 31, 1997 will become exercisable
through the year 2004.  The option price must be no less than 100% of the fair
market value of the stock relating to such option at the date of grant.

     The Company applies Accounting Principles Board Opinion No. 25, "Accounting
for Stock Issued to Employees" ("APB 25") and related interpretations in
accounting for the ISOP.  Statement of Financial Accounting Standards No. 123,
"Accounting for Stock-Based Compensation" ("FAS 123") was issued in 1995 which,
if fully adopted by the Company, would change the method the Company applies in
recognizing the cost of the ISOP.  Adoption of the cost recognition provisions
of FAS 123 is optional and the Company has elected to not adopt such provisions.
However, pro forma disclosures as if the Company adopted the cost recognition
provisions of FAS 123 in 1995 are required and are presented below.  A summary
of the options granted under the ISOP is as follows:

                                      F-28
<PAGE>
 
                             BANCFIRST CORPORATION
                                        
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONT.)

<TABLE>
<CAPTION>
 
                                                                    Year Ended December 31,
                                   ---------------------------------------------------------------------------------------
                                               1997                         1996                          1995
                                   ---------------------------   ---------------------------   ---------------------------
                                                       Avg.                         Avg.                          Avg.
                                      Options         Price         Options         Price         Options         Price
                                   -------------    ----------   ------------    -----------   ------------    -----------
<S>                                <C>              <C>          <C>             <C>           <C>             <C>
     Outstanding at beginning 
     of year                             501,750        $12.39        384,125         $ 8.62        421,625         $ 8.01
      
     Options granted                      84,000         30.99        136,000          22.29         25,000          17.23
      
     Options exercised                  
     or repurchased                     (123,125)         6.87        (18,375)          6.79        (56,250)          6.59
      
     Options canceled                    (17,500)        19.92             --                        (6,250)
                                   -------------                 ------------                  ------------
      
     Outstanding at end of year          445,125         17.14        501,750          12.39        384,125           8.62
                                   =============                 ============                  ============
      
     Exercisable at end of year          133,625          8.19        219,625           6.67        209,875           6.62
                                   =============                 ============                  ============
      
     Weighted average fair value          
      of options granted           $       10.16                 $       6.61                  $       8.75
                                   =============                 ============                  ============
</TABLE>

     The fair value of each option granted is estimated on the date of grant
using the Black-Scholes option-pricing model with the following weighted average
assumptions: dividend yield of 1.5% to 2%; risk-free interest rates are
different for each grant and range from 5.56% to 7.74%; the expected lives of
the options are eight years; and volatility of from 17.77% to 19.19% for all
grants (based upon monthly high stock prices for the most recent four year
period).

     A summary of options outstanding as of December 31, 1997 is as follows:
<TABLE>
<CAPTION>
 
                         OPTIONS OUTSTANDING                             OPTIONS EXERCISABLE
- -----------------------------------------------------------------   -----------------------------
                                      WGTD. AVG.
                                      REMAINING       WGTD. AVG.                      WGTD. AVG.
  RANGE OF             NUMBER        CONTRACTUAL      EXERCISE         NUMBER         EXERCISE
 EXERCISE PRICES     OUTSTANDING        LIFE            PRICE        EXERCISABLE        PRICE
- -----------------   -------------   -------------   -------------   -------------   -------------
<S>                 <C>             <C>             <C>             <C>             <C>
 
$6.50 to $10.00        163,500          3.08            $ 6.89          122,750        $ 6.71
 
$10.01 to $32.88       281,625         12.33            $23.09           10,875        $24.85  
                       -------                                          -------   
$6.50 to $32.88        445,125          8.93            $17.14          133,625        $ 8.19
                       =======                                          =======   
</TABLE>

                                      F-29
<PAGE>
 
                             BANCFIRST CORPORATION
                                        
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONT.)
                                        
<TABLE>
<CAPTION>
 
                                                             YEAR ENDED DECEMBER 31,
                  -----------------------------------------------------------------------------------------------------------
                                  1997                                 1996                                1995
                  -----------------------------------   ---------------------------------   ---------------------------------
                          AS                                 AS                                    AS 
                       REPORTED          PRO FORMA        REPORTED          PRO FORMA           REPORTED         PRO FORMA
                  ----------------   ----------------   --------------   ----------------   ---------------   ---------------
<S>               <C>                <C>                <C>              <C>                <C>               <C>
APB 25 charge              $    --            $    --          $    --            $    --           $    --           $    --
 
FAS 123 charge             $    --            $   158          $    --            $    78           $    --           $    32
 
Net income                 $15,749            $15,591          $15,088            $15,037           $12,839           $12,818
 
Net income per
share:
 
   Basic                   $  2.48            $  2.45          $  2.41            $  2.40           $  2.07           $  2.07
 
   Diluted                 $  2.41            $  2.39          $  2.32            $  2.31           $  2.01           $  2.00
</TABLE>


     The effects of Applying FAS 123 to the pro forma disclosure are not
indicative of future results.  FAS 123 does not apply to grants of options prior
to 1995 and the Company anticipates making additional grants in the future.

(15) STOCKHOLDERS' EQUITY

     The following is a description of the capital stock of the Company:

     (a) Senior Preferred Stock: $1.00 par value; 10,000,000 shares authorized;
           no shares issued or outstanding. Shares may be issued with such
           voting, dividend, redemption, sinking fund, conversion, exchange,
           liquidation and other rights as shall be determined by the Company's
           Board of Directors, without approval of the stockholders. The Senior
           Preferred Stock would have a preference over common stock as to
           payment of dividends, as to the right to distribution of assets upon
           redemption of such shares or upon liquidation of the Company.

     (b) Common stock: $1 par value; 7,500,000 shares authorized. Shares issued
           and outstanding were 6,345,429 shares at December 31, 1997 and
           6,400,338 shares at December 31, 1996.

     In March 1995, the Company adopted a Stock Repurchase Program (the "SRP")
authorizing management to repurchase up to 200,000 shares of the Company's
common stock.  In 1997 the SRP was amended to increase the shares authorized to
be repurchased to 350,000. The SRP is to be used for purchases of stock by the
Company's ESOP, and may also be used to enhance earnings per share, provide
stock for the exercise of stock options under the Company's ISOP or to provide
additional market liquidity for the stock.  During 1997, the Company purchased
and canceled 37,900 shares and the ESOP purchased 20,000 shares.  No purchases
were made under the SRP during 1996.  During 1995, the Company purchased and
canceled 62,440 shares and the ESOP purchased 30,684 shares.

     BancFirst Corporation's ability to pay dividends is dependent upon dividend
payments received from BancFirst.  Banking regulations limit bank dividends
based upon net earnings retained and minimum capital requirements.  Dividends in
excess of these requirements require regulatory approval.  At December 31, 1997,
approximately $17,178 of the equity of BancFirst was available for dividend
payments to BancFirst Corporation.

     During any deferral period or any event of default on the 9.65% Capital
Securities, BancFirst Corporation may not declare or pay any dividends on any of
its capital stock.

                                      F-30
<PAGE>
 
                             BANCFIRST CORPORATION
                                        
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONT.)
                                        
     The Company is subject to risk-based capital guidelines issued by the Board
of Governors of the Federal Reserve System.  These guidelines are used to
evaluate capital adequacy and include the required minimums shown below.

<TABLE>
<CAPTION>
                                                                     DECEMBER 31,
                                                   -----------------------------------------------
                                    MINIMUM                
                                    REQUIRED               1997                      1996
                                 -------------     --------------------      ---------------------
<S>                              <C>               <C>                       <C>
                                  
Tier 1 capital                                           $133,894                   $ 96,500
                                                                                           
Total capital                                             144,563                    105,826 
                                                                                           
Leverage ratio                        3.00%                 10.04%                      7.90%
                                                                                           
Tier 1 capital ratio                  4.00%                 15.72%                     12.98%
                                                                                           
Total capital ratio                   8.00%                 16.97%                     14.23%
</TABLE>

     To be "well capitalized" under federal bank regulatory agency definitions,
a depository institution must have a Tier 1 ratio of at least 6%, a combined
Tier 1 and Tier 2 ratio of at least 10%, and a leverage ratio of at least 5%.
The regulatory agencies are required by law to take specific prompt action with
respect to institutions that do not meet the minimum capital standards. As of
December 31, 1997 and 1996, BancFirst was considered to be "well capitalized".

                                      F-31
<PAGE>
 
                             BANCFIRST CORPORATION
                                        
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONT.)

(16)  EARNINGS PER COMMON SHARE

   Basic and diluted earnings per common share is calculated as follows:
<TABLE>
<CAPTION>
 
                                                     Income             Shares           Per Share
                                                   (Numerator)       (Denominator)        Amount
                                               ----------------    --------------    ---------------
<S>                                              <C>                 <C>               <C>
YEAR ENDED DECEMBER 31, 1997
- -----------------------------------------------
 
BASIC
                                                        $15,749         6,355,242              $2.48
Income available to common stockholders
                                                                                     ===============
 
Effect of stock options                                      --           177,669
                                               ----------------    --------------
 
DILUTED
 
Income available to common stockholders
 plus assumed exercises of stock options                $15,749         6,532,911              $2.41
                                               ================    ==============    ===============
 
YEAR ENDED DECEMBER 31, 1996
- -----------------------------------------------
 
BASIC                                                   $15,088         6,268,726              $2.41
 
Income available to common stockholders
                                                                                     ===============
 
Effect of stock options                                      --           229,312
                                               ----------------    --------------
 
DILUTED
 
Income available to common stockholders
 plus assumed exercises of stock options                $15,088         6,498,038              $2.32
                                               ================    ==============    ===============
 
YEAR ENDED DECEMBER 31, 1995
- -----------------------------------------------
 
BASIC                                                   $12,839         6,205,717              $2.07
 
Income available to common stockholders
                                                                                     ===============
 
Effect of stock options                                      --           190,942
                                               ----------------    --------------
 
DILUTED
 
Income available to common stockholders
 plus assumed exercises of stock options                $12,839         6,396,659              $2.01
                                               ================    ==============    ===============
</TABLE>

   Below is the number and average exercise price of options that were excluded
from the computation of diluted earnings per common share for each year because
the options' exercise prices were greater than the average market price of the
common shares.

<TABLE>
<CAPTION>
                                                                                  AVERAGE
                                                                                 EXERCISE
                                                                   SHARES          PRICE
                                                                -----------   -------------
<S>                                                               <C>           <C>
 
          December 31, 1997                                          41,500          $32.77
 
          December 31, 1996                                          35,500          $25.88
 
          December 31, 1995                                              --          $   --
</TABLE>

                                      F-32
<PAGE>
 
                             BANCFIRST CORPORATION
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Cont.)

(17) CONDENSED PARENT COMPANY FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
                            BALANCE SHEET      
                                                                December 31,
                                                      --------------------------------
ASSETS                                                     1997              1996
                                                      -------------   ----------------
<S>                                                   <C>                  <C>
 Cash                                                      $  8,530           $    568
                                                 
 Securities                                                   2,000              2,000
                                                 
 Loans (net of unearned interest)                             4,949              6,580
                                                 
 Investment in subsidiaries, at equity                      127,812             97,371
                                                 
 Intangible assets                                            2,411              3,218
                                                 
 Deferred tax asset                                              85                154
                                                 
 Other assets                                                 3,828              2,596
                                                      -------------   ----------------
  Total assets                                             $149,615           $112,487
                                                      =============   ================

LIABILITIES AND STOCKHOLDERS' EQUITY             
                                                 
 Miscellaneous liabilities                                 $  1,681           $    391
                                                 
 9.65% Capital Securities                                    25,000                 --
                                                 
 Stockholders' equity                                       122,934            112,096
                                                      -------------   ----------------
  Total liabilities and stockholders' equity               $149,615           $112,487
                                                      =============   ================
</TABLE> 

<TABLE> 
<CAPTION> 
                              STATEMENT OF INCOME
                                                                                  Year Ended December 31,
                                                                     -----------------------------------------------
OPERATING INCOME                                                          1997             1996              1995
                                                                     -------------   ----------------     ----------
<S>                                                                    <C>              <C>                <C>  
 Dividends from subsidiaries                                              $ 12,593           $ 10,149        $ 5,075
 
 Interest:
 
   Loans                                                                       824                493             --
 
   Interest-bearing deposits                                                   365                116             36
 
   Securities                                                                  119                 35              1
 
 Other                                                                           2                170             58
                                                                     -------------   ----------------     ----------
 
   Total operating income                                                   13,903             10,963          5,170
                                                                     -------------   ----------------     ----------
 
OPERATING EXPENSE
 
 Interest                                                                    2,214                 --             16
 
 Amortization                                                                  807                812            814
 
 Other                                                                          59                 55             41
                                                                     -------------   ----------------     ----------
 
   Total operating expense                                                   3,080                867            871
                                                                     -------------   ----------------     ----------
 
Income before income taxes and equity in undistributed earnings of          
 subsidiaries                                                               10,823             10,096          4,299
 
Allocated income tax (expense) benefit                                         769               (170)           222
                                                                     -------------   ----------------     ----------
 
Income before equity in undistributed earnings of subsidiaries              11,592              9,926          4,521
 
Equity in undistributed earnings of subsidiaries                             4,157              5,162          8,318
                                                                     -------------   ----------------     ----------
 
 Net income                                                               $ 15,749           $ 15,088        $12,839
                                                                     =============   ================     ==========
</TABLE>

                                      F-33
<PAGE>
 
                             BANCFIRST CORPORATION
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Cont.)
                                        
                            STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                                                YEAR ENDED DECEMBER 31,
                                                                                     --------------------------------------------- 
                                                                                         1997             1996             1995
                                                                                     ----------    ---------------    ------------
<S>                                                                                    <C>            <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income                                                                           $ 15,749           $ 15,088        $ 12,839
    Adjustments to reconcile to net cash provided (used) by operating activities:
      Amortization                                                                          807                812             814
           Net income of subsidiaries                                                   (16,750)           (15,311)        (13,393)
           Increase in dividends receivable                                                (965)            (2,537)             --
      (Increase) decrease in deferred tax asset                                              69                 43             (13)
      Other, net                                                                          3,559               (698)            766
                                                                                     ----------    ---------------    ------------
    Net cash provided (used) by operating activities                                      2,469             (2,603)          1,013
                                                                                     ----------    ---------------    ------------
INVESTING ACTIVITIES
  Cash dividends received from subsidiaries                                              11,628             10,149           5,075
  Purchases of stock of subsidiaries                                                    (25,515)              (770)             --
  Net cash from acquisitions and mergers                                                     --                305            (320)
  Purchases of securities                                                                    --             (2,000)             --
  Proceeds from sale of securities                                                           --                180             (21)
  Purchase of loans                                                                          --             (6,335)           (525)
  Net other decrease in loans                                                             1,630                281              --
  Other, net                                                                                 20                 --              99
                                                                                     ----------    ---------------    ------------
    Net cash provided by investing activities                                           (12,237)             1,810           4,308
                                                                                     ----------    ---------------    ------------
FINANCING ACTIVITIES
  Issuance of common stock                                                                  412                125             370
  Issuance of 9.65% Capital Securities                                                   23,972                 --              --
  Purchases of common stock                                                              (4,107)                --          (1,029)
  Cash dividends paid                                                                    (2,547)            (1,996)         (1,737)
                                                                                     ----------    ---------------    ------------
    Net cash used by financing activities                                                17,730             (1,871)         (2,396)
                                                                                     ----------    ---------------    ------------
    Net increase (decrease) in cash                                                       7,962             (2,664)          2,925
  Cash at the beginning of the year                                                         568              3,232             307
                                                                                     ----------    ---------------    ------------
  Cash at the end of the year                                                          $  8,530           $    568        $  3,232
                                                                                     ==========    ===============    ============
SUPPLEMENTAL DISCLOSURE
Cash paid during the year for interest                                                 $  1,085           $     --        $     16
                                                                                     ==========    ===============    ============
Cash paid (received) during the year for income taxes, net                             $ (1,539)          $    220        $   (296)
                                                                                     ==========    ===============    ============
</TABLE>

                                      F-34
<PAGE>
 
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONT.)
                                        
                            STATEMENT OF CASH FLOWS

(18)  RELATED PARTY TRANSACTIONS

   BancFirst has provided item processing and correspondent services to
affiliated institutions.   By year-end 1996, all of these institutions had been
merged with BancFirst or sold to other nonaffiliated owners.  Service charges to
these affiliate institutions for December 31, 1996 and 1995 totaled $69 and
$121, respectively.

   The Company purchases supplies, furniture and equipment from an affiliated
company.  During the years ended December 31, 1997, 1996 and 1995, such
purchases totaled $114, $144 and $95, respectively.

   The Company also sells credit life and credit accident and health insurance
policies for an affiliated insurance company.  The Company retains a 40%
commission for such sales, which is the maximum amount permitted by law.  Net
premiums paid to the affiliated insurance company for the years ended December
31, 1997, 1996 and 1995 were $645, $755 and $763, respectively.

   Refer to note (5) for information regarding loan transactions with related
parties.

(19) COMMITMENTS AND CONTINGENT LIABILITIES

   The Company is a party to financial instruments with off-balance-sheet risk
in the normal course of business to meet the financing needs of its customers.
These financial instruments include loan commitments and standby letters of
credit which involve elements of credit and interest rate risk to varying
degrees.  The Company's exposure to credit loss in the event of nonperformance
by the other party to the instrument is represented by the instrument's
contractual amount.  To control this credit risk, the Company uses the same
underwriting standards as it uses for loans recorded on the balance sheet.  The
amounts of financial instruments with off-balance-sheet risk are as follows:

<TABLE>
<CAPTION>
 
                                                                DECEMBER 31,
                                                  -------------------------------------- 
                                                      1997          1996          1995
                                                  ----------    ----------    ----------
<S>                                                 <C>           <C>           <C>
Loan commitments                                    $200,565      $153,030      $117,418
Letters of credit                                     14,502         7,992         8,386
</TABLE>

   Loan commitments are agreements to lend to a customer, as long as there is no
violation of any condition established in the contract.  Letters of credit are
conditional commitments issued by the Company to guarantee the performance of a
customer to a third party.  These instruments generally have fixed expiration
dates or other termination clauses and may require payment of a fee.  Since many
of the instruments are expected to expire without being drawn upon, the total
amounts do not necessarily represent commitments that will be funded in the
future.

   The Company leases office space in three buildings and two parcels of land on
which it owns buildings.  These leases expire at various dates through 2016.
The future minimum rental payments under these leases are as follows:

                                      F-35
<PAGE>
 
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONT.)
                                        
                            STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
 
        YEAR ENDING DECEMBER 31:
        <S>                    <C>
         
        1998                          $  461
                       
        1999                             426
                       
        2000                             408
                       
        2001                             413
                       
        2002                             406
                               
        Later years                    1,426
                               -------------
                       
        Total                         $3,540
                               =============
</TABLE>


   Rental expense on all property and equipment rented, including those rented
on a monthly or temporary basis, totaled $465, $435 and $133 during 1997, 1996
and 1995, respectively.

   The Company is a defendant in legal actions arising from normal business
activities.  During 1992, the Company accrued estimated amounts to settle
certain of these actions.  During 1995 and 1996, these actions were resolved in
the Company's favor and the accruals were reversed.  Management believes that
all other legal actions against the Company are without merit or that the
ultimate liability, if any, resulting from them will not materially affect the
Company's financial position, results of operations or cash flows.


(20) FAIR VALUES OF FINANCIAL INSTRUMENTS

   The fair values reported below for financial instruments are based on a
variety of factors.  In some cases, fair values represent quoted market prices
for identical or comparable instruments.  In other cases, fair values have been
estimated based on assumptions concerning the amount and timing of estimated
future cash flows and assumed discount rates reflecting varying degrees of risk.
Accordingly, the fair values may not represent actual values of the financial
instruments that could have been realized as of year end or that will be
realized in the future.

   The following methods and assumptions were used to estimate the fair value of
each class of financial instruments:

CASH AND DUE FROM BANKS; FEDERAL FUNDS SOLD

   The carrying amount of these short-term instruments is a reasonable estimate
of fair value.

SECURITIES

   For securities, fair values are based on quoted market prices or dealer
quotes, if available.  If a quoted market price is not available, fair value is
estimated using quoted market prices for similar securities.

LOANS

   For certain homogeneous categories of loans, such as some residential
mortgages, fair value is estimated using the quoted market prices for securities
backed by similar loans, adjusted for differences in loan characteristics.  For
residential mortgage loans held for sale, guaranteed student loans and
participation in pools of credit card receivables, the carrying amount is a
reasonable estimate of fair value.  The fair value of other types of loans is
estimated by discounting the future cash flows using the current rates at which
similar loans would be made to borrowers with similar credit ratings and for the
same remaining maturities.

                                      F-36
<PAGE>
 
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONT.)
                                        
                            STATEMENT OF CASH FLOWS

DEPOSIT LIABILITIES

   The fair value of transaction and savings accounts is the amount payable on
demand at the reporting date.  The fair value of fixed-maturity certificates of
deposit is estimated using the rates currently offered for deposits of similar
remaining maturities.

SHORT-TERM BORROWINGS

   The amount payable on these short-term instruments is a reasonable estimate
of fair value.

LONG-TERM BORROWINGS

   The fair value of fixed-rate long-term borrowings is estimated using the
rates that would be charged for borrowings of similar remaining maturities.

LOAN COMMITMENTS AND LETTERS OF CREDIT

   The fair value of commitments is estimated using the fees currently charged
to enter into similar agreements, taking into account the terms of the
agreements.  The fair value of letters of credit is based on fees currently
charged for similar agreements.

   The estimated fair values of the Company's financial instruments are as
follows:
<TABLE>
<CAPTION>
                                                                            DECEMBER 31,
                                                    ----------------------------------------------------------
                                                                1997                           1996
                                                    ---------------------------    ---------------------------
                                                       CARRYING         FAIR          CARRYING         FAIR
                                                        AMOUNT          VALUE          AMOUNT          VALUE
                                                    -----------     -----------    -----------     -----------
<S>                                                   <C>             <C>            <C>             <C>
FINANCIAL ASSETS
 Cash and due from banks                             $   69,799      $   69,799     $   76,939      $   76,939
 Federal funds sold                                      40,600          40,600         44,785          44,785
 Securities                                             310,343         311,013        283,857         284,221
 Loans:
   Loans (net of unearned interest)                     857,896                        763,559
   Allowance for possible loan losses                   (12,284)                       (11,945)
                                                    -----------                    -----------
    Loans, net                                          845,612         845,852        751,614         752,428
 
FINANCIAL LIABILITIES
 Deposits                                             1,175,110       1,175,090      1,105,453       1,105,358
 Short-term borrowings                                    6,016           6,016          3,414           3,414
 Long-term borrowings                                     7,051           7,051          6,636           6,636
 9.65% Capital Securities                                25,000          27,908             --              --
 
OFF-BALANCE SHEET FINANCIAL INSTRUMENTS
 Loan commitments                                                         1,314                          1,002
 Letters of credit                                                          109                             60
</TABLE>

                                      F-37
<PAGE>
 
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONT.)
                                        
                            STATEMENT OF CASH FLOWS


(21) SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)

   A summary of the unaudited quarterly results of operations for the years
ended December 31, 1997 and 1996 is as follows:

<TABLE>
<CAPTION>
 
                                                                       Quarter 
                                                ------------------------------------------------------
1997                                              Fourth         Third         Second        First
- ----                                            ---------      ---------     ---------    ------------
<S>                                             <C>           <C>           <C>           <C> 
Net interest income                               $15,062       $14,564      $14,212       $13,862
Provision for possible loan losses                    537           162          186            96
Noninterest income                                  4,159         4,018        3,836         3,807
Noninterest expense                                12,775        12,223       12,026        11,514
Net income                                          4,232         4,108        3,648         3,761
Earnings per common share:
  Basic                                              0.67          0.65         0.58          0.59
  Diluted                                            0.65          0.62         0.55          0.57
 
1996
- ----
 
Net interest income                               $14,238       $14,000      $13,525       $12,021
Provision for possible loan losses                    145           432          319            98
Noninterest income                                  3,854         3,766        4,017         3,361
Noninterest expense                                11,445        11,134       10,978         9,713
Net income                                          3,868         3,917        3,802         3,501
Earnings per common share:
  Basic                                              0.61          0.63         0.61          0.56
  Diluted                                            0.58          0.61         0.59          0.54
</TABLE>

                                      F-38
<PAGE>
 
                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS



To the Board of Directors and Stockholders
of AmQuest Financial Corp.:

We have audited the accompanying consolidated statements of financial condition
of AmQuest Financial Corp. (an Oklahoma corporation) and subsidiaries as of
December 31, 1997 and 1996, and the related consolidated statements of income,
stockholders' equity and cash flows for each of the three years in the period
ended December 31, 1997. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of AmQuest Financial
Corp. and subsidiaries as of December 31, 1997 and 1996, and the results of
their operations and their cash flows for each of the three years in the period
ended December 31, 1997, in conformity with generally accepted accounting
principles.


                                  ARTHUR ANDERSEN LLP

Oklahoma City, Oklahoma,
 January 23, 1998 (except with
 respect to the matter discussed
 in Note 15, as to which the
 date is March 2, 1998)

                                      F-39
<PAGE>
 
                            AMQUEST FINANCIAL CORP.
                            -----------------------

                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                 ----------------------------------------------
                   (dollars in thousands, except share data)

<TABLE>
<CAPTION>
                                                                                            December 31,
                                                                     March 31,     ------------------------------
                             ASSETS                                     1998            1997            1996
                             ------                                --------------  --------------  --------------
<S>                                                                <C>             <C>             <C>
                                                                    (Unaudited)

Cash and due from banks                                                 $ 21,098        $ 27,735        $ 19,794
Interest-bearing deposits in other banks                                      48              21             931
Federal funds sold                                                        17,767          15,662          25,276
Debt and equity securities:
 Available-for-sale                                                       87,804          74,329          57,597
 Held-to-maturity                                                         94,240         100,079         104,724
 Equity, at cost                                                           2,308           2,272           1,834
                                                                        --------        --------        --------
 
       Total debt and equity securities                                  184,352         176,680         164,155
                                                                        --------        --------        --------
 
Loans receivable, net of allowance for loan losses of $3,156 at
 March 31, 1998, $3,067 and $2,794 at December 31, 1997 and
 1996, respectively                                                      321,842         332,722         311,357
Premises and equipment, net                                                9,189           9,222           5,350
Accrued interest receivable                                                4,918           5,017           4,885
Intangibles, net of accumulated amortization of $5,794 at March            
 31, 1998, $5,685 and $5,045 at December 31, 1997 and 1996,
 respectively                                                              6,314           6,499           3,056
Other real estate and assets owned, net                                      442             431             380
Other assets                                                               2,046           3,085           1,142
                                                                        --------        --------        --------
       Total assets                                                     $568,016        $577,074        $536,326
                                                                        ========        ========        ========
 
                LIABILITIES AND STOCKHOLDERS' EQUITY
                ------------------------------------
 
Deposits:
 Demand                                                                 $ 80,566        $ 85,724        $ 68,151
 Savings, money market and NOW                                           177,576         183,025         157,547
 Time                                                                    230,215         234,052         241,651
                                                                        --------        --------        --------
 
       Total deposits                                                    488,357         502,801         467,349
 
Securities sold under agreements to repurchase and federal funds
 purchased                                                                12,384          11,785          12,327
Advances from the Federal Home Loan Bank of Topeka                         9,000           6,000           6,000
Accrued interest, taxes and other liabilities                              5,908           5,658           3,869
                                                                        --------        --------        --------
 
       Total liabilities                                                 515,649         526,244         489,545
                                                                        --------        --------        --------
Stockholders' equity:
 Common stock, par value $1.67 per share, 6,000,000 shares                 
  authorized and 3,604,296 shares issued                                   6,019           6,019           6,019
 Capital surplus                                                             343             219             180
 Retained earnings                                                        50,796          49,569          45,693
 Net unrealized gain on investment securities                                
  available-for-sale, net of tax of $175 in 1998, $126 in 1997
  and $36 in 1996                                                            287             230              60
 Less- Cost of treasury stock of 448,145 shares in 1998, 476,020
  shares in 1997 and 478,820 shares in 1996                               (5,078)         (5,207)         (5,171)
                                                                        --------        --------        --------
 
       Total stockholders' equity                                         52,367          50,830          46,781
                                                                        --------        --------        --------
 
       Total liabilities and stockholders' equity                       $568,016        $577,074        $536,326
                                                                        ========        ========        ========
</TABLE>
  The accompanying notes are an integral part of these consolidated financial
                                  statements.

                                      F-40
<PAGE>
 
                            AMQUEST FINANCIAL CORP.
                            -----------------------

                       CONSOLIDATED STATEMENTS OF INCOME
                       ---------------------------------
                 (dollars in thousands, except per share data)

<TABLE>
<CAPTION>
                                                       Three Months Ended
                                                           March 31,         Years Ended December 31,
                                                       ------------------  ----------------------------
                                                         1998      1997      1997      1996      1995
                                                       --------  --------  --------  --------  --------
<S>                                                    <C>       <C>       <C>       <C>       <C>
                                                          (Unaudited)
Interest and dividend income:
 Loans, including fees                                  $ 7,377    $6,996   $29,870   $26,925   $25,455
 Debt securities-
   Available-for-sale                                     1,220       936     4,047     3,717     3,121
   Held-to-maturity                                       1,518     1,537     6,372     6,742     6,887
 Federal funds sold and other                               284       322     1,140       659       500
                                                        -------    ------   -------   -------   -------
 
Total interest and dividend income                       10,399     9,791    41,429    38,043    35,963
                                                        -------    ------   -------   -------   -------
 
Interest expense:
 Deposits                                                 4,233     4,320    17,740    16,768    16,117
 Other borrowings                                           272       230       913       592       474
                                                        -------    ------   -------   -------   -------
 
Total interest expense                                    4,505     4,550    18,653    17,360    16,591
                                                        -------    ------   -------   -------   -------
 
Net interest and dividend income                          5,894     5,241    22,776    20,683    19,372
 
Provision for loan losses                                   212       273     1,624       595       650
                                                        -------    ------   -------   -------   -------
 
Net interest and dividend income after provision for      5,682     4,968    21,152    20,088    18,722
 loan losses                                            -------    ------   -------   -------   -------
 
Noninterest income:
 Service charges on deposits                                591       494     2,340     2,076     2,091
 Trust fees                                                 402       376     1,626     1,423     1,273
 Net securities gains                                         -         -         1        31        28
 Other                                                      233       181       954       718       771
                                                        -------    ------   -------   -------   -------
 
Total noninterest income                                  1,226     1,051     4,921     4,248     4,163
                                                        -------    ------   -------   -------   -------
 
Noninterest expense:
 Salaries and employee benefits                           2,504     2,279     9,797     9,081     8,100
 Depreciation and amortization                              446       324     1,602     1,235     1,205
 Professional and other services                            448       273     1,229       952       913
 Supplies and postage                                       285       233       914       799       726
 Occupancy                                                  224       180       868       816       789
 Data processing                                            191       184       806       682       650
 Advertising and business development                        86        98       516       489       535
 Equipment rental and maintenance                            73        80       358       342       399
 Insurance                                                   46        47       116       145       160
 Deposit insurance assessments                               15        14        61         3       481
 Other                                                      493       477     3,294     1,773     2,284
                                                        -------    ------   -------   -------   -------
 
Total noninterest expense                                 4,811     4,189    19,561    16,317    16,242
                                                        -------    ------   -------   -------   -------
 
Income before income tax expense                          2,097     1,830     6,512     8,019     6,643
 
Income tax expense                                          745       606     2,136     2,549     2,049
                                                        -------    ------   -------   -------   -------
 
Net income                                              $ 1,352    $1,224   $ 4,376   $ 5,470   $ 4,594
                                                        =======    ======   =======   =======   =======
 
Per Share Data:
 Basic earnings per share                                  $.43      $.39     $1.40     $1.69     $1.34
                                                        =======    ======   =======   =======   =======
 
 Diluted earnings per share                                $.42      $.38     $1.37     $1.67     $1.33
                                                        =======    ======   =======   =======   =======
</TABLE>

  The accompanying notes are an integral part of these consolidated financial
                                  statements.

                                      F-41
<PAGE>
 
                            AMQUEST FINANCIAL CORP.
                            -----------------------

                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                -----------------------------------------------

             FOR THE THREE MONTHS ENDED MARCH 31, 1998 (UNAUDITED)
             -----------------------------------------------------
            AND FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
            --------------------------------------------------------
                             (dollars in thousands)
<TABLE>
<CAPTION>
                                                                                                Net
                                                                                             Unrealized
                                                              Common   Capital  Retained    Gain (Loss)     Treasury
                                                              Stock    Surplus  Earnings    on Securities    Stock      Total
                                                             -------  -------  ---------   --------------- ---------  ---------
<S>                                                          <C>      <C>      <C>        <C>              <C>        <C>
Balance, December 31, 1994                                    $6,019     $ 90   $36,701          $(1,204)   $  (823)   $40,783
 Net income                                                        -        -     4,594                -          -      4,594
 Dividends paid ($0.16 per share)                                  -        -      (549)               -          -       (549)
 Change in net unrealized loss on investment                        
  securities available-for-sale, net of income taxes               -        -         -            1,670          -      1,670
                                                                                                                              
 Purchase of treasury stock 
  (30,786 shares)                                                  -        -         -                -       (308)      (308)
 Sale of treasury stock
  (19,400 shares)                                                  -       23         -                -         84        107
                                                             -------     ----   -------          -------    -------    -------
                                                                                                                              
Balance, December 31, 1995                                     6,019      113    40,746              466     (1,047)    46,297
 Net income                                                        -        -     5,470                -          -      5,470
 Dividends paid ($0.16 per share)                                  -        -      (523)               -          -       (523)
 Change in net unrealized gain on investment
  securities available-for-sale, net of
  income taxes                                                     -        -         -             (406)         -       (406)
                                                                                                                              
 Purchase of treasury stock (321,816 shares)                       -        -         -                -     (4,439)    (4,439)
 Sale of treasury stock                                               
  (23,075 shares)                                                  -       67         -                -        315        382
                                                             -------     ----   -------          -------    -------    -------
Balance, December 31, 1996                                     6,019      180    45,693               60     (5,171)    46,781
 Net income                                                        -        -     4,376                -          -      4,376
 Dividends paid ($0.16 per share)                                  -        -      (500)               -          -       (500)
 Change in net unrealized gain 
  on investment securities available-for-sale,
  net of income taxes                                              -        -         -              170          -        170
                                                                                                                              
 Purchase of treasury stock
  (4,334 shares)                                                   -        -         -                -        (67)       (67)
 Sale of treasury stock                                              
  (7,134 shares)                                                   -       39         -                -         31         70
                                                             -------     ----   -------          -------    -------    -------
                                                                                                                              
Balance, December 31, 1997                                     6,019      219    49,569              230     (5,207)    50,830
 Net income                                                        -        -     1,352                -          -      1,352
 Dividends paid ($.04 per share)                                   -        -      (125)               -          -       (125)
 Change in net unrealized gain on investment                                                      
  securities available-for-sale, net of income taxes               -        -         -               57          -         57
                                                                                                                              
 Sale of treasury stock (27,875 shares)                            -      124         -                -        129        253
                                                             -------     ----   -------          -------    -------    -------
                                                                                                               
Balance, March 31, 1998                                       $6,019     $343   $50,796          $   287    $(5,078)   $52,367
                                                             =======     ====   =======          =======    =======    =======
</TABLE>

  The accompanying notes are an integral part of these consolidated financial
                                  statements.

                                      F-42
<PAGE>
 
                            AMQUEST FINANCIAL CORP.
                            -----------------------


                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                     -------------------------------------
                             (dollars in thousands)


<TABLE>
<CAPTION>
                                                       Three Months Ended
                                                            March 31,                     Years Ended December 31,
                                                   ---------------------------  ---------------------------------------------
                                                       1998           1997           1997            1996           1995
                                                   -------------  ------------  --------------  --------------  -------------
<S>                                                <C>            <C>           <C>             <C>             <C>
                                                          (Unaudited)
CASH FLOWS PROVIDED (ABSORBED) BY OPERATING
 ACTIVITIES:
   Net income                                          $  1,352       $ 1,224        $  4,376        $  5,470       $  4,594
   Adjustments to reconcile net income to net
    cash provided by operating activities-
     Depreciation and amortization                          446           324           1,602           1,235          1,205
     Provision for loan losses                              212           273           1,624             595            650
     Deferred income tax benefit                              8           (94)           (432)           (193)          (427)
     Amortization of net premium on debt                     
      securities, net                                        39             9              94             103            409
     Stock dividends on equity securities                   (36)          (14)           (130)            (98)             -
     Gain on sale of debt securities, net                     -             -              (1)            (31)           (28)
     Loss on sale of other real estate and                    
      assets owned                                            -             -             201              13             97
     Change in accrued interest receivable                   99           257             223            (285)          (327)
     Change in other assets                               1,039          (717)           (473)           (160)           470
     Change in accrued interest, taxes and other       
      liabilities                                           192           687           1,042             458            107
                                                       --------       -------        --------        --------       --------
    Net cash provided by operating activities             3,351         1,949           8,126           7,107          6,750
                                                       --------       -------        --------        --------       --------
 
CASH FLOWS PROVIDED (ABSORBED) BY INVESTING
 ACTIVITIES:
   Proceeds from sales of debt and equity
    securities-
    Available-for-sale                                    6,231         2,384               -           4,060          2,908
    Held-to-maturity                                      6,725         3,953               -           2,503              -
    Equity                                                    -             -              25              27              -
   Proceeds from maturities, paydowns and calls
    of debt securities-
    Available-for-sale                                        -             -          15,803           6,122          9,222
    Held-to-maturity                                          -             -          28,890          35,712         20,532
   Purchases of debt and equity securities-
    Available-for-sale                                  (19,627)       (1,978)        (20,016)        (10,312)       (12,999)
    Held-to-maturity                                       (897)       (2,600)        (24,314)        (28,889)       (22,296)
    Equity                                                    -             -            (333)           (243)          (355)
</TABLE>

                                      F-43
<PAGE>
 
                            AMQUEST FINANCIAL CORP.
                            -----------------------


                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                     -------------------------------------
                             (dollars in thousands)

<TABLE>
<CAPTION>
                                                        Three Months Ended
                                                            March 31,                      Years Ended December 31,
                                                   ----------------------------  --------------------------------------------
                                                       1998           1997           1997           1996            1995
                                                   -------------  -------------  -------------  -------------  --------------
<S>                                                <C>            <C>            <C>            <C>            <C>
                                                           (Unaudited)
CASH FLOWS PROVIDED (ABSORBED) BY INVESTING
 ACTIVITIES: (Continued)
   Decrease (increase) in loans, net                   $ 10,451        $  (379)      $ 12,009       $(34,259)       $ (8,202)
   Capital expenditures                                    (231)           (76)          (884)        (1,030)           (466)
   Proceeds from disposal of other real estate              
    and assets owned and other assets                       206            272          1,556          1,279           1,164
   Proceeds from disposal of premises and
    equipment                                                 4              4            226             20               -
   Cash and cash equivalents (paid) received in        
    bank acquisition, net of cash received                    -              -        (10,229)        16,160               -
                                                       --------        -------       --------       --------        -------- 
       Net cash provided (absorbed) by investing          
        activities                                        2,862          1,580          2,733         (8,850)        (10,492)
                                                       --------        -------       --------       --------        -------- 

CASH FLOWS PROVIDED (ABSORBED) BY FINANCING
 ACTIVITIES:
   Change in deposits, net                              (14,444)          (882)       (12,403)        13,793          19,485
   Securities sold under agreements to                      
    repurchase and federal funds purchased                  598         (2,944)          (542)         6,977          (5,150)
   Proceeds from Federal Home Loan Bank of Topeka         3,000              -              -          5,000               -
   Purchase of treasury stock                                 -              -            (67)        (4,439)           (308)
   Proceeds from sale of treasury stock                     253              -             70            382             107
   Dividends paid                                          (125)          (125)          (500)          (523)           (549)
                                                       --------        -------       --------       --------        --------
 
       Net cash provided (absorbed) by financing        
        activities                                      (10,718)        (3,951)       (13,442)        21,190          13,585
                                                       --------        -------       --------       --------        --------
 
       Net change in cash and cash equivalents           (4,505)          (422)        (2,583)        19,447           9,843
 
CASH AND CASH EQUIVALENTS, beginning of year             43,418         46,001         46,001         26,554          16,711
                                                       --------        -------       --------       --------        --------
 
CASH AND CASH EQUIVALENTS, end of year                 $ 38,913        $45,579       $ 43,418       $ 46,001        $ 26,554
                                                       ========        =======       ========       ========        ========
 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
   Cash paid for interest                              $  4,322        $ 4,355       $ 20,470       $ 17,322        $ 16,288
                                                       ========        =======       ========       ========        ========
 
   Cash paid for income taxes                          $    189        $     -       $  2,955       $  2,764        $  2,240
                                                       ========        =======       ========       ========        ========
</TABLE>
  THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
                                  STATEMENTS.

                                      F-44
<PAGE>
 
                            AMQUEST FINANCIAL CORP.
                            -----------------------


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------

                   MARCH 31, 1998, DECEMBER 31, 1997 AND 1996
                   ------------------------------------------


1. ORGANIZATION AND NATURE OF OPERATIONS:
   --------------------------------------

AmQuest Financial Corp. ("AFC"), an Oklahoma corporation, and its subsidiaries
(collectively referred to as the "Company") provide a full range of banking
services which include accepting deposits, lending funds and providing fiduciary
services for individual and corporate customers primarily in Duncan, Ardmore and
Lawton, Oklahoma, including the contiguous counties thereof.  The Company is
subject to competition from other financial service companies and financial
institutions.  The Company is also subject to the regulations of certain Federal
agencies and undergoes periodic examinations by these authorities.  The
consolidated financial statements for the three months ended March 31, 1998 and
1997, are unaudited and, in the opinion of management, include all adjustments
necessary (which consist of only normal recurring adjustments) for a fair
presentation of the financial position, results of operations and cash flows for
the interim periods.  The financial information and results of operations of the
interim periods are not necessarily indicative of the financial position and
results of operations that may be obtained for a full fiscal year.  The more
significant policies are described below.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
   -------------------------------------------

Basis of Consolidation and Use of Estimates
- -------------------------------------------

The accompanying consolidated financial statements include the accounts of AFC
and its wholly owned subsidiaries, AmQuest Bank, N.A. ("AmQuest") and Exchange
National Bank & Trust Company ("Exchange").  Intercompany transactions and
balances have been eliminated in consolidation.

The consolidated financial statements have been prepared in conformity with
generally accepted accounting principles.  In preparing the consolidated
financial statements, management is required to make estimates and assumptions.
Those estimates and assumptions relate primarily to the determination of the
allowance for loan losses, the valuation of other real estate and assets owned,
the provision for income taxes and the estimated fair value of financial
instruments.  Actual results could differ from those estimates.  The accounting
policies for these items and other significant accounting policies are presented
below.

Certain reclassifications have been made to the 1996 and 1995 balances to
provide consistent financial statement classifications in the periods presented
herein.  Such reclassifications had no effect on net income or total assets.


Debt and Equity Securities
- --------------------------

Debt securities that management intends to use as part of its asset/liability
management strategy or that may be sold in response to changes in interest rates
or prepayment risk are classified as available-for-sale and are carried at
estimated market value with unrealized gains and losses reported as a separate
component of stockholders' equity, net of income taxes.  Debt securities that
management has the ability and intent to hold to maturity are classified as
held-to-maturity and are carried at cost, adjusted for amortization of premiums
and accretion of discounts.  Amortization of premiums and accretion of discounts
are recognized in interest income using a method that approximates the effective
interest method over the period to maturity.  Equity securities which do not
have a readily determinable market value are carried at cost.  Gains and losses
on the sale of investment securities are included as a separate component of
noninterest income.  Applicable income taxes, if any, are included in income tax
expense.  The basis of the securities sold is determined by the specific
identification method for each security.

                                      F-45
<PAGE>
 
Loans Receivable
- ----------------

Interest on substantially all loans is accrued based on the principal amount
outstanding.  Loan fees and costs associated with the origination of loans are
not considered to be material and, therefore, are recorded as received and
incurred, respectively.  Premiums and discounts on loans are amortized into
interest income using a method that approximates a level yield over the
contractual lives of the loans, adjusted for actual prepayments.  Unearned
interest on consumer loans is added to the loan balance upon origination and is
amortized into income over the life of the loans using the Rule of 78/th'/s
method.

Loans are placed on nonaccrual status when they become 90 days past due,
collateral positions are not adequate and the loan is in process of collection.
Previously accrued but uncollected interest on loans placed on nonaccrual status
is reversed unless determined to be fully collectible.  Payments received on
nonaccrual loans are applied fully to principal as they are received.  Upon full
collection of the principal balance or determination that future collection of
principal is probable, interest income is recognized as received.

The Company makes an assessment of loans for impairment while such loans are
classified as nonaccrual or when the loan has been restructured.  When a loan
with unique risk characteristics has been identified as being impaired, the
amount of impairment is measured by the Company using discounted cash flows,
except when it is determined that the sole (remaining) source of repayment for
the loan is the operation or liquidation of the underlying collateral.  In such
cases, the estimated fair value of the collateral, reduced by costs to sell,
will be used in place of discounted cash flows.

Allowance for Loan Losses
- -------------------------

The allowance for loan losses is increased by charges to income and decreased by
charge-offs (net of recoveries).  Management's periodic evaluation of the
adequacy of the allowance is based on the Company's past loan loss experience,
known and inherent risks in the portfolio, adverse situations that may affect
the borrower's ability to repay, the estimated value of any underlying
collateral, and current economic conditions.  The adequacy of the allowance for
loan losses is periodically reviewed and approved by the Board of Directors.
However, ultimate losses may differ from these estimates. Adjustments to the
allowance for loan losses are reported in earnings in the periods in which they
become known.  It is Company policy to charge off any loan or portion thereof
when it is deemed uncollectable in the ordinary course of business.  Loan losses
and recoveries are charged or credited directly to the allowance.

                                      F-46
<PAGE>
 
Premises and Equipment
- ----------------------

Land is stated at cost.  Buildings and equipment are stated at cost, less
accumulated depreciation.  Depreciation is charged to operating expense and is
computed by use of both the straight-line and accelerated methods over the
estimated useful lives of the assets.  Maintenance and repairs are charged to
expense as incurred, while improvements are capitalized.

Intangibles
- -----------

Intangibles represent the excess of purchase prices paid over the estimated fair
values of the net assets acquired.  These intangible assets are being amortized
over their estimated lives (ranging from 5 to 40 years) by the straight-line
method.  Amortization expense amounted to $640,000, $424,000 and $417,000 for
1997, 1996 and 1995, respectively.

Other Real Estate and Assets Owned
- ----------------------------------

Other real estate and assets owned consists primarily of real estate and other
assets acquired through loan foreclosure.  These assets are carried at estimated
fair value.  Estimated fair value is based on independent appraisals and other
relevant factors.  At the time of acquisition, any excess of cost over estimated
fair value is charged to the allowance for loan losses.  Subsequent losses on
dispositions, declines in estimated fair values and the net operating income and
expenses of such assets are charged to other noninterest expense.

Stock-Based Compensation
- ------------------------

The Company accounts for stock options using the intrinsic value based method of
accounting.  Pro forma disclosures, as if the fair value based method of
accounting as defined in Statement of Financial Accounting Standards ("SFAS")
No. 123 had been applied, have not been presented since such disclosures would
not result in material differences from the intrinsic value method.

Income Taxes
- ------------

The Company files a consolidated income tax return.  Pursuant to a tax sharing
agreement, AmQuest and Exchange provide for income taxes as if separate returns
were filed, and remit to AFC amounts determined to be currently payable.  In
addition, AFC remits to the subsidiaries amounts determined to be currently
receivable by the subsidiaries, which may arise as a result of net operating
losses and tax credits that are utilized in the consolidated income tax return.

Deferred income taxes are provided to reflect the future tax consequences of
differences between the tax bases of assets and liabilities and their reported
amounts in the consolidated statements of financial condition.  Deferred income
tax assets and liabilities are reflected at currently enacted income tax rates
applicable to the period in which the deferred tax assets or liabilities are
expected to be realized or settled.  As changes in tax laws or rates are
enacted, deferred income tax assets and liabilities are adjusted through income
tax expense.

                                      F-47
<PAGE>
 
Earnings Per Share
- ------------------

Basic earnings per share is computed based upon the weighted average number of
shares outstanding.  Diluted earnings per share includes shares issuable upon
exercise of stock options.  The following is a reconciliation of the numerators
and denominators of basic and diluted earnings per share:

<TABLE>
<CAPTION>
                                               Three Months Ended
                                                   March 31,                   Years Ended December 31,
                                           --------------------------  -----------------------------------------
                                               1998          1997          1997          1996          1995
                                           ------------  ------------  ------------  ------------  -------------
 
<S>                                        <C>           <C>           <C>           <C>           <C>
Net income for basic and diluted                 $1,352        $1,224        $4,376        $5,470         $4,594
 earnings per share                              ======        ======        ======        ======         ======
 
Weighted average shares for basic                 3,147         3,125         3,126         3,241          3,430
 earnings per share
 
Shares issuable upon exercise of stock               57            66            65            44             31
 options                                         ------        ------        ------        ------         ------
 
Weighted average shares for diluted               3,204         3,191         3,191         3,285          3,461
 earnings per share                              ======        ======        ======        ======         ======
</TABLE>


3. ACQUISITIONS:
   -------------

On April 25, 1997, the Company purchased 100% of the stock of American National
Bank of Lawton.  The acquisition was accounted for under the purchase method of
accounting.  The net purchase price of approximately $12,073,000 was allocated
to the net assets acquired based upon their estimated fair values as of April
25, 1997, resulting in approximately $4,083,000 of intangible assets.  These
intangibles are being amortized on a straight-line basis over lives ranging from
ten to fifteen years.  Total assets at the date of the acquisition and after
allocation of the purchase price premium totaled approximately $61,018,000.

On March 8, 1996, the Company purchased certain assets and assumed certain
liabilities from the First Southwest Bank, Anadarko, Oklahoma branch.  The
acquired branch operates as a branch of AmQuest.  The acquisition was accounted
for under the purchase method of accounting.  The net purchase price of
approximately $398,000 was allocated to the net assets acquired based upon their
estimated fair values as of March 8, 1996, resulting in approximately $81,000 of
intangible assets.  These intangibles are being amortized on a straight-line
basis over a fifteen-year life.

4. CASH AND DUE FROM BANKS:
   ------------------------

Aggregate reserves (in the form of vault cash and deposits with the Federal
Reserve Bank of Kansas City) of approximately $7,688,000 and $5,839,000 were
maintained to satisfy Federal regulatory requirements at December 31, 1997 and
1996, respectively.

                                      F-48
<PAGE>
 
5. DEBT AND EQUITY SECURITIES:
   ---------------------------

Debt and equity securities have been classified in the consolidated statements
of financial condition according to management's intent.  The amortized cost of
securities and their estimated fair values at December 31, is as follows
(dollars in thousands):

<TABLE>
<CAPTION>
                                                     Amortized      Gross Unrealized    Gross Unrealized    Estimated Fair
                                                        Cost              Gains              Losses              Value
                                                  ----------------  -----------------  ------------------  -----------------
                      1997
                      ----
<S>                                               <C>               <C>                <C>                 <C>
U.S. Treasury securities:
 Available-for-sale                                       $ 18,487             $  249              $ (12)           $ 18,724
 Held-to-maturity                                           25,166                213                (14)             25,365
 
Obligations of U.S. government agencies and
 corporations:
   Available-for-sale                                       29,094                140                (42)             29,192
   Held-to-maturity                                         15,865                116                (24)             15,957
 
U.S. government agency collateralized mortgage
 obligations:
   Available-for-sale                                       16,718                 25               (147)             16,596
   Held-to-maturity                                         14,516                 27                (18)             14,525
 
U.S. government agency mortgage-backed
 securities:
   Available-for-sale                                        7,475                162                (35)              7,602
   Held-to-maturity                                         17,629                474                 (3)             18,100
 
Obligations of state and political subdivisions:
   Available-for-sale                                        2,199                 16                  -               2,215
   Held-to-maturity                                         26,903                466                (15)             27,354
 
Equity securities                                            2,272                  -                  -               2,272
                                                          --------             ------              -----            --------
       Total available-for-sale                           $ 73,973             $  592              $(236)           $ 74,329
                                                          ========             ======              =====            ========
       Total held-to-maturity                             $100,079             $1,296              $ (74)           $101,301
                                                          ========             ======              =====            ========
       Total equity securities                            $  2,272             $  -                $  -             $  2,272
                                                          ========             ======              =====            ========
</TABLE>

                                      F-49
<PAGE>
 
<TABLE>
<CAPTION>
                                                  Amortized     Gross Unrealized  Gross Unrealized    Estimated Fair
                                                    Cost             Gains             Losses             Value
                                               ---------------  ----------------  -----------------  ----------------
                    1996
                    ----
<S>                                            <C>              <C>               <C>                <C>
U.S. Treasury securities:
 Available-for-sale                                   $ 21,034            $  281             $ (41)          $ 21,274
 Held-to-maturity                                       33,134               237               (90)            33,281
 
Obligations of U.S. government agencies and
 corporations:
   Available-for-sale                                   11,482               105              (128)            11,459
   Held-to-maturity                                     18,447                43              (399)            18,091
 
U.S. government agency collateralized
 mortgage obligations:
   Available-for-sale                                   16,370                16              (236)            16,150
   Held-to-maturity                                      8,199                 9               (23)             8,185
 
U.S. government agency mortgage- backed
 securities:
   Available-for-sale                                    8,615               153               (54)             8,714
   Held to maturity                                     13,192               284               (36)            13,440
 
Obligations of state and political
 subdivisions:
   Held-to-maturity                                     31,752               555               (37)            32,270
 
Equity securities                                        1,834                 -                 -              1,834
                                                      --------            ------             -----           --------
       Total available-for-sale                       $ 57,501            $  555             $(459)          $ 57,597
                                                      ========            ======             =====           ========
       Total held-to-maturity                         $104,724            $1,128             $(585)          $105,267
                                                      ========            ======             =====           ========
       Total equity securities                        $  1,834            $  -               $  -            $  1,834
                                                      ========            ======             =====           ========
</TABLE>

                                      F-50
<PAGE>
 
The estimated fair value of debt and equity securities is based upon available
market data and estimates, which often reflect transactions of various sizes,
and are not necessarily indicative of the price at which various amounts of
particular issues could be readily sold.

The amortized cost and estimated fair value of debt securities at December 31,
1997, by contractual maturity, are shown below.  Expected maturities will differ
from contractual maturities because borrowers may have the right to call or
repay obligations with or without call or prepayment penalties.
<TABLE>
<CAPTION>
                                                                         Amortized     Estimated Fair
                                                                           Cost             Value
                                                                      ---------------  ---------------
                                                                           (dollars in thousands)
<S>                                                                   <C>              <C>
Due in one year or less:
 Available-for-sale                                                          $ 11,580         $ 11,601
 Held-to-maturity                                                              20,867           20,894
 
Due after one year through five years:
 Available-for-sale                                                            35,678           36,008
 Held-to-maturity                                                              42,832           43,420
 
Due after five years through ten years:
 Available-for-sale                                                             2,522            2,522
 Held-to-maturity                                                               3,915            4,031
 
Due after ten years:
 Held-to-maturity                                                                 320              331
 
Mortgage-backed securities, not due at a single maturity date:
 Available-for-sale                                                            24,193           24,198
 Held-to-maturity                                                              32,145           32,625
                                                                             --------         --------
       Total available-for-sale                                              $ 73,973         $ 74,329
                                                                             ========         ========
       Total held-to-maturity                                                $100,079         $101,301
                                                                             ========         ========
</TABLE>

Sales from the held-to-maturity portfolio were sold within ninety-days of the
maturity date. Proceeds and gains and losses on sales of debt securities are
shown below (dollars in thousands):

<TABLE>
<CAPTION>
                                                                 1997           1996           1995
                                                            --------------  -------------  -------------
<S>                                                         <C>             <C>            <C>
Proceeds from sales of:
 Available-for-sale debt securities                         $            -         $4,060         $2,908
 Held-to-maturity debt securities                                        -          2,503              -
 
Gross gains on sales of:
 Available-for-sale debt securities                                      1             44             28
 
Gross losses on sales of:
 Held-to-maturity debt securities                                        -             13              -
</TABLE>

Debt securities having a recorded value of approximately $54,513,000 and
$70,578,000 at December 31, 1997 and 1996, respectively, were pledged to secure
public and trust deposits and for other purposes as required by law.

                                      F-51
<PAGE>
 
6. LOANS RECEIVABLE AND ALLOWANCE FOR LOAN LOSSES:
   -----------------------------------------------

The components of loans receivable in the consolidated statements of financial
condition is as follows (dollars in thousands):
<TABLE>
<CAPTION>
                                                                 March 31,              December 31,
                                                               --------------  ------------------------------
                                                                    1998            1997            1996
                                                               --------------  --------------  --------------
<S>                                                            <C>             <C>             <C>
Consumer, net of unearned discounts of $2,863 in 1998,                                              
 $3,370 in 1997 and $4,344 in 1996                                  $ 81,545        $ 85,955        $ 91,710
Residential mortgage                                                  87,498          87,433          71,207
Commercial real estate                                                68,564          72,466          59,181
Commercial, other                                                     53,693          57,918          62,342
Farmland and agriculture                                              25,315          24,526          23,899
Construction                                                           8,383           7,491           5,812
                                                                    --------        --------        --------
                                                                     324,998         335,789         314,151
Less- Allowance for loan losses                                       (3,156)         (3,067)         (2,794)
                                                                    --------        --------        --------
       Loans receivable, net                                        $321,842        $332,722        $311,357
                                                                    ========        ========        ========
</TABLE>

An analysis of the allowance for loan losses is as follows (dollars in
thousands):

<TABLE>
<CAPTION>
                                                     Three Months Ended
                                                         March 31,                     Years Ended December 31,
                                                ----------------------------  -------------------------------------------
                                                    1998           1997           1997           1996           1995
                                                -------------  -------------  -------------  -------------  -------------
<S>                                             <C>            <C>            <C>            <C>            <C>
Balance, beginning of period                          $3,067         $2,794        $ 2,794         $2,901         $2,757
 Provision for loan losses                               212            273          1,624            595            650
 Loans charged off                                      (282)          (205)        (1,919)          (815)          (715)
 Recoveries                                              159             95            260            113            209
 Allowance for loan losses of acquired bank                -              -            308              -              -
                                                      ------         ------        -------         ------         ------
Balance, end of period                                $3,156         $2,957        $ 3,067         $2,794         $2,901
                                                      ======         ======        =======         ======         ======
</TABLE>

Impaired loans receivable totaled approximately $2,679,000 and $3,623,000 at
December 31, 1997 and 1996, respectively.  The average recorded investment in
impaired loans during 1997 and 1996, was approximately $3,151,000 and
$2,960,000, respectively.  The specific allowance on impaired loans totaled
approximately $471,000 and $722,000 as of December 31, 1997 and 1996,
respectively.  The interest income recognized from cash receipts collected on
impaired loans was not material during 1997 or 1996.

Loans receivable having carrying values of approximately $1,808,000 and
$1,075,000 were transferred to other real estate and assets owned in 1997 and
1996, respectively.

Certain executive officers and directors and their affiliated interests had
transactions with the Company in the ordinary course of business.  In the
opinion of management, such transactions were made on substantially the same
terms, including interest rates and collateral, as those prevailing at the time
for comparable transactions and did not involve more than normal risk.

                                      F-52
<PAGE>
 
The aggregate amount and related activity for loans to executive officers and
directors, including their affiliated interests during 1997 are analyzed below
(dollars in thousands):

<TABLE>
        <S>                                                 <C>
         Balance, January 1, 1997                             $ 7,074
          Additions                                             8,588
          Payments                                             (5,554)
                                                              -------
         Balance, December 31, 1997                           $10,108
                                                              =======
</TABLE>

7. PREMISES AND EQUIPMENT:
   -----------------------

Premises and equipment at December 31 are summarized as follows (dollars in
thousands):

<TABLE>
<CAPTION>
                                            Estimated Useful        
                                                  Lives               1997          1996
                                            ----------------      ------------  ------------ 
<S>                                         <C>                 <C>            <C>
Land                                                -                $ 2,166        $ 1,165
Premises and improvements                      10-40 years             8,871          6,085
Furniture, fixtures and equipment               3-15 years             6,255          5,471
                                                                     -------        -------
    Total cost                                                        17,292         12,721
Less- Accumulated depreciation                                        (8,070)        (7,371)
                                                                     -------        -------
 
    Premises and equipment, net                                      $ 9,222        $ 5,350
                                                                     =======        =======
</TABLE>

Depreciation expense was approximately $962,000, $811,000 and $788,000 for 1997,
1996 and 1995, respectively.

Exchange leases its bank building under an operating lease that expires in 2001.
Rent expense was approximately $390,000 per year for 1997, 1996 and 1995.
Future minimum payments under the lease are approximately $357,000 in 1998,
$310,000 in 1999 and 2000, and $181,000 in 2001.

8. DEPOSITS:
   ---------

Included in time deposits at December 31, 1997 and 1996, are approximately
$45,423,000 and $60,614,000, respectively, of time deposits in denominations of
$100,000 or more.

At December 31, 1997, the scheduled maturities of time deposits are as follows
(dollars in thousands):

<TABLE>
<S>                                                       <C>
    1998                                                         $195,143
    1999                                                           25,363
    2000                                                           12,522
    2001 and thereafter                                             1,024
                                                                 --------
       Total time deposits                                       $234,052
                                                                 ========
</TABLE>

9. SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE AND FEDERAL FUNDS PURCHASED:
   ---------------------------------------------------------------------------

Securities sold under agreements to repurchase consist of debt securities
pledged against selected time deposits for the balances greater than $100,000.
At December 31, 1997 and 1996, approximately $11,785,000 and $9,327,000,
respectively, were outstanding under these agreements.  Federal funds purchased
totaled approximately $3,000,000 as of December 31, 1996, with a maturity date
of less than 90 days at an interest rate of 5.71%.  No federal funds purchased
were outstanding at December 31, 1997.

                                      F-53
<PAGE>
 
10. ADVANCES FROM THE FEDERAL HOME LOAN BANK OF TOPEKA:
    ---------------------------------------------------

Advances from the Federal Home Loan Bank of Topeka at December 31 consisted of
the following (dollars in thousands):

<TABLE>
<CAPTION>
                                                                                    1997           1996
                                                                                -------------  -------------
<S>                                                                             <C>            <C>
Federal Home Loan Bank of Topeka advance due May 5, 1998, at 5.2%, interest            $1,000         $1,000
 payable monthly
 
Federal Home Loan Bank of Topeka advance due June 17, 1998, 5.71%, interest
 payable monthly                                                                        2,500          2,500
 
Federal Home Loan Bank of Topeka advance due December 22, 1998, 5.97%,
 interest payable monthly                                                               2,500          2,500
                                                                                       ------         ------
 
                                                                                       $6,000         $6,000
                                                                                       ======         ======
</TABLE>

11. LINE OF CREDIT:
    ---------------

The Company has a $25 million reducing revolving line of credit which may be
borrowed specifically for the purpose of acquiring other financial institutions,
or a portion of which may be used for corporate purposes.  Advances under the
line of credit for purposes of acquiring other financial institutions
automatically convert to term loans at the Bank's reference rate (8.5% at
December 31, 1997).  Quarterly principal and interest payments are required and
each term loan will have a maturity date of ten years from the date of the
advance.  The total line of credit is secured by the common stock of AmQuest and
Exchange and any other bank subsidiary acquired thereafter.  The line of credit
agreement expired January 31, 1998.  This line of credit was renewed with
another financial institution during 1998, at substantially the same terms as
the previous line of credit.

12. INCOME TAXES:
    -------------

The Company files consolidated federal income tax returns on a calendar-year
basis.

Income tax expense (benefit) for the years ended December 31 has been allocated
as follows (dollars in thousands):
<TABLE>
<CAPTION>
                                                                 1997          1996         1995
                                                              -----------  ------------  -----------
<S>                                                           <C>          <C>           <C>
Income from operations                                             $2,136       $2,549        $2,049
Stockholders' equity                                                   90         (249)        1,024
                                                                   ------       ------        ------
 
       Total                                                       $2,226       $2,300        $3,073
                                                                   ======       ======        ======
</TABLE>

Income taxes on income from operations for the years ended December 31 are as
follows (dollars in thousands):
<TABLE>
<CAPTION>
                                                                  1997          1996          1995
                                                              ------------  ------------  ------------
<S>                                                           <C>           <C>           <C>
Current expense                                                    $2,568        $2,742        $2,476
Deferred benefit                                                     (432)         (193)         (427)
                                                                   ------        ------        ------
       Income tax expense                                          $2,136        $2,549        $2,049
                                                                   ======        ======        ======
</TABLE>

                                      F-54
<PAGE>
 
The Company's effective income tax rate differs from the statutory rate as
follows (dollars in thousands):

<TABLE>
<CAPTION>
                                                                  1997          1996          1995
                                                              ------------  ------------  ------------
<S>                                                           <C>           <C>           <C>
Income taxes at statutory rate (34%)                               $2,214        $2,726        $2,258
Nontaxable interest                                                  (565)         (635)         (614)
State income taxes, net of federal benefit                            192           233           216
Nondeductible amortization of intangibles                             214           142           142
Other, net                                                             81            83            47
                                                                   ------        ------        ------
 
       Income tax expense                                          $2,136        $2,549        $2,049
                                                                   ======        ======        ======
</TABLE>

At December 31, 1997 and 1996, the net deferred income tax liability included in
accrued interest, taxes and other liabilities in the accompanying consolidated
statements of financial condition, consisted of the following (dollars in
thousands):

<TABLE>
<CAPTION>
                                                                         1997           1996
                                                                     -------------  ------------
        <S>                                                          <C>            <C>
         Deferred income tax assets:
          Litigation accrual                                              $   475   $         -
          Deferred compensation                                               308           250
          Allowance for loan losses                                           197            21
          Other real estate and assets owned                                   77            82
          Other                                                                25            24
                                                                          -------         -----
 
                                                                            1,082           377
                                                                          -------         -----
         Deferred income tax liabilities:
          Basis difference in premises and equipment                       (1,189)          (40)
          Loan origination fees                                              (214)         (268)
          Unrealized gain on debt securities available-for-sale              (126)          (36)
          Premium on investment securities resulting from bank               (104)         (155)
           acquisition
          Federal Home Loan Bank Stock of Topeka stock dividend               (79)            -
                                                                          -------         -----
 
                                                                           (1,712)         (499)
                                                                          -------         -----
 
                Deferred income tax liability, net                        $  (630)        $(122)
                                                                          =======         =====
</TABLE>

13. EMPLOYEE BENEFIT PLANS:
    -----------------------

The Company has a trusteed profit sharing plan that provides retirement, death
and disability benefits for all full-time employees who have been employed for
one year or more and have attained a specified minimum age.  The terms of the
plan provide for annual contributions by the Company, at the discretion of the
Board of Directors.  Benefits payable under the plan are limited to the plan
assets allocable to the account of each participant.

The plan also provides a 401(k) provision that allows participants to contribute
up to 12% of their compensation before income taxes are deducted.  The Company
will designate annually a percentage of participants' compensation that it will
contribute to match participants' 401(k) contributions.  Company contributions
for profit sharing and 401(k) matching approximated $507,000 in 1997, $443,000
in 1996 and $421,000 in 1995.  The Company retains the right to amend or
terminate the plan at any time.

                                      F-55
<PAGE>
 
The Company has established an incentive compensation plan to reward its key
officers and employees based upon the financial performance of AmQuest, Exchange
and the Company.  Participation in the plan is at the discretion of the Board of
Directors.  Expense recognized in 1997, 1996 and 1995, in the accompanying
consolidated statements of income was approximately $99,000, $262,000 and
$53,000, respectively.  The Company retains the right to amend or terminate the
plan at any time.

The Company has entered into deferred compensation agreements with certain
officers and directors of AmQuest and Exchange.  Under the provisions of these
agreements, the officers and directors will receive monthly payments, as
specified in the individual agreements, for ten years upon their retirement.
The liabilities under these agreements are being accrued over the officers'
remaining periods of employment or the directors' assumed retirement ages so
that, on the date of their retirement, the then-present value of the payments
will have been accrued.  At December 31, 1997 and 1996, approximately $811,000
and $659,000, respectively, had been accrued for the liability under these
agreements and is included in accrued interest, taxes and other liabilities in
the accompanying consolidated statements of financial condition.  Expense
recognized in 1997, 1996 and 1995, was approximately $89,000, $68,000 and
$73,000, respectively, and is included in the accompanying consolidated
statements of income.

To provide for these benefits, the Company has purchased life insurance
policies, with the Company reflected as the beneficiary of the policies.  At
December 31, 1997 and 1996, these policies had a cash surrender value of
approximately $1,966,000 and $488,000, respectively, which is included in other
assets in the accompanying consolidated statements of financial condition.

14. STOCK OPTION PLAN:
    ------------------

The Company has established two primary Incentive Stock Option Plans ("1988
Plan" and "1993 Plan") to provide certain employees with a proprietary interest
in the Company through the granting of options to purchase shares of common
stock at fair market value at the date of the grant but not less than par value.
The 1988 and 1993 Plans allow no more than 60,000 and 150,000 shares,
respectively, to be granted.  These Plans will terminate in July 2002 and June
2005, unless terminated earlier by the Board of Directors.  Options granted
under the 1988 Plan (as discussed below) vest as granted.  There are several
different vesting schedules under the 1993 Plan ranging from immediate vesting
to four years from the grant date.

Various other option plans exist as a result of acquisitions and other option
plans.  The options under all plans were granted at option prices ranging from
$3.33 to $13.50 per share and have expiration dates extending to November 2006.
At December 31, 1997, there were approximately 5,000 and 34,000 shares available
for grant under the 1988 and 1993 Plans, respectively.  At December 31, 1997,
there were approximately 30,000, 73,000 and 12,000 shares exercisable under the
1988 Plan, 1993 Plan and other plans, respectively.

A summary of option activity is as follows:
<TABLE>
<CAPTION>
                                                            Shares          Price Range
                                                       -----------------  ----------------
<S>                                                    <C>                <C>
     December 31, 1995                                          108,675      $5.42 - 10.75
       Options granted                                           81,352              13.50
       Options exercised                                        (20,575)      5.42 - 10.75
       Options canceled                                          (2,225)             10.75
                                                                -------      -------------
 
     December 31, 1996                                          167,227       5.42 - 13.50
       Options granted                                                -                  -
       Options exercised                                         (3,750)              5.42
       Options canceled                                          (7,400)      5.42 - 13.50
                                                                -------      -------------
 
     December 31, 1997                                          156,077      $5.42 - 13.50
                                                                =======      =============
</TABLE>

                                      F-56
<PAGE>
 
Stock options remaining at December 31, 1997, are as follows:

<TABLE>
<CAPTION>
          Number of Shares      Price Per Share      Option Expiration
         -------------------  --------------------  --------------------
 
        <S>                     <C>                   <C>
                12,000                $ 5.99               1/14/98
                30,000                  5.42               7/20/02
                35,725                 10.75               6/01/05
                78,352                 13.50              11/18/06
               -------
               156,077
               =======
</TABLE>

During 1995, the Company established a Non-Employee Director Stock Plan
("Director Stock Plan") to provide directors (non-employee directors, community
development board members and community development emeritus board members) an
opportunity to acquire a proprietary interest in the Company through the
granting of options to purchase shares of common stock at fair market value at
the date of the grant but not less than par value.  The Director Stock Plan
allows no more than 150,000 shares to be granted, and the Plan will terminate
March 30, 2005, unless it is terminated sooner by the Board of Directors.  At
December 31, 1997, there were approximately 106,000 shares available for grant
under this Plan.

A summary of the Director Stock Plan option activity is as follows:

<TABLE>
<CAPTION>
                                                            Shares           Price Range
                                                       ----------------  -------------------
<S>                                                    <C>               <C>
     December 31, 1995                                          12,500        $        10.75
       Options granted                                          13,300                 13.50
       Options exercised                                        (2,500)                13.50
                                                                ------        --------------
 
     December 31, 1996                                          23,300         10.75 - 13.50
       Options granted                                          13,800                 16.50
       Options exercised                                        (3,300)        10.75 - 16.50
       Options expired                                            (300)                13.50
                                                                ------        --------------
 
     December 31, 1997                                          33,500        $10.75 - 16.50
                                                                ======        ==============
</TABLE>

Options exercisable under this plan as of December 31, 1997, are as follows:

<TABLE>
<CAPTION>
          Number of Shares      Price Per Share      Option Expiration
         -------------------  --------------------  --------------------
        <S>                     <C>                   <C>
                      11,500                $10.75               7/03/05
                      10,200                 13.50               8/01/06
                      11,800                 16.50               5/19/07
                      ------
 
                      33,500
                      ======
</TABLE>

During 1995, the Company also established a Stock Repurchase Plan (the
"Repurchase Plan"), to authorize the purchase of shares required to satisfy the
needs of the Company's Incentive Stock Option Plan's and Non- Employee Director
Stock Option Plan and as a beneficial investment for the stockholders of the
Company.  This Repurchase Plan allows issued and outstanding common stock shares
to be repurchased at an established market price.  During 1997 and 1996, 4,334
and 321,416 shares, respectively, had been repurchased under this Repurchase
Plan.

                                      F-57
<PAGE>
 
15. COMMITMENTS AND CONTINGENT LIABILITIES:
    ---------------------------------------

AmQuest has been a defendant, along with five other defendants, in a lawsuit
involving a bond issue filed in December 1989.  The lawsuit sought judgment
against the defendants, jointly and severally, in the amount of approximately
$10.7 million.  Since the lawsuit's inception, AmQuest has contested the case
vigorously.  On March 2, 1998, AmQuest and the other defendants settled the
lawsuit.  The Company has established an accrual of approximately $1,250,000,
with a related deferred tax benefit of $475,000 for the settlement, which is
reflected in accrued interest, taxes and other liabilities in the accompanying
consolidated statements of financial condition.

In the normal course of business, the Company is a party to financial
instruments with off-statement of financial condition risk.  These financial
instruments include commitments to extend credit and standby letters of credit.
These instruments expose the Company to varying degrees of credit risk in excess
of the amount recognized in the accompanying consolidated statements of
financial condition.  To manage this risk, the Company uses the same credit risk
management process for financial instruments with off-statement of financial
condition risk as it does for financial instruments whose risk is reflected on
the consolidated statements of financial condition.

Management does not anticipate any material losses affecting the financial
position or the results of future operations of the Company as a result of these
commitments.  There were letters of credit and unfunded loan commitments
outstanding at December 31 as follows (dollars in thousands):

<TABLE>
<CAPTION>
                                                               1997       1996
                                                             ---------  ---------
 
        <S>                                                 <C>        <C>
         Commitments to extend credit                          $35,486    $27,959
         Standby letters of credit                               1,552      2,393
</TABLE>

In the ordinary course of business, the Company is subject to legal actions and
complaints.  In the opinion of management, based in part on the advise of legal
counsel, and based on available facts and proceedings to date, believes the
ultimate liability, if any, arising from such legal actions currently pending
will not have a material adverse effect on the Company's financial position or
future results of operations.

16. CREDIT CONCENTRATIONS:
    ----------------------

The Company provides a wide range of banking services to individual and
corporate customers throughout Oklahoma.  The Company makes a variety of loans
including commercial, agricultural, real estate and installment.  The majority
of these loans are made to borrowers located in Oklahoma.  Credit risk is,
therefore, largely dependent upon economic conditions relative to Oklahoma.
However, loans granted within the Company's trade area have been granted to a
wide variety of borrowers and management does not believe that any significant
concentrations of credit exist with respect to individual borrowers or groups of
borrowers which are engaged in similar activities that would be similarly
affected by changes in economic or other conditions.  Approximately 48% of the
Company's total loan portfolio is comprised of real estate loans secured by both
commercial and residential real estate.  The Company considers the composition
of the loan portfolio in establishing the allowance for loan losses as described
in Note 2.

17. STOCKHOLDERS' EQUITY:
    ---------------------

AFC's ability to pay dividends is dependent in part on its ability to derive
dividends from AmQuest and Exchange.  AmQuest and Exchange are subject to
regulatory restrictions that place limitations on the amount of dividends which
may be declared.  As of January 1, 1998, AmQuest and Exchange had approximately
$3,145,000 and $235,000, respectively, of retained earnings available for
dividends to AFC.

                                      F-58
<PAGE>
 
The Company is subject to various regulatory capital requirements administered
by the federal banking agencies.  Failure to meet minimum capital requirements
can initiate certain mandatory -- and possibly additional discretionary --
actions by regulators that, if undertaken, could have a direct material effect
on the Company's consolidated financial statements.  Under capital adequacy
guidelines and the regulatory framework for prompt corrective action, the
Company must meet specific capital guidelines that involve quantitative measures
of the Company's assets, liabilities and certain off-statement of financial
condition items as calculated under regulatory accounting practices.  The
Company's capital amounts and classification are also subject to qualitative
judgments by the regulators regarding components, risk weightings, and other
factors.

Quantitative measures established by regulation to ensure capital adequacy
require the Company to maintain minimum amounts and ratios (set forth in the
table below) of total and Tier I capital (as defined in the regulations) to
risk-weighted assets (as defined), and of Tier I capital (as defined) to average
assets (as defined).  Management believes, as of December 31, 1997, that the
Company meets all capital adequacy requirements to which it is subject.

As of December 31, 1997, the most recent notification from the Office of the
Comptroller of the Currency categorized the Company as well capitalized under
the regulatory framework for prompt correction action.  To be categorized as
well capitalized the Company must maintain minimum total risk-based, Tier I
risk-based, and Tier I leverage ratios as set forth in the table.  There are no
conditions or events since that notification that management believes have
changed the Company's category.

                                      F-59
<PAGE>
 
<TABLE>
<CAPTION>
                                                                                   To Be Well
                                                                                Capitalized Under
                                                              For Capital       Prompt Corrective
                                           Actual         Adequacy Purposes:   Action Provisions:
                                    --------------------  -------------------  -------------------
                                       Amount     Ratio     Amount     Ratio     Amount     Ratio
                                    ------------  ------  -----------  ------  -----------  ------
<S>                                 <C>           <C>     <C>          <C>     <C>          <C>
As of December 31, 1997:
 Total Capital
  (to Risk Weighted Assets)-
   AmQuest Financial Corp.           $47,168,000   13.7%  $27,515,000    8.0%   $      N/A    N/A
   AmQuest Bank, N.A.                 26,281,000   11.1%   18,992,000    8.0%   23,740,000   10.0%
   Exchange National Bank & Trust     15,404,000   14.8%    8,352,000    8.0%   10,439,000   10.0%
 
 Tier I Capital
  (to Risk Weighted Assets)-
   AmQuest Financial Corp.            44,101,000   12.8%   13,758,000    4.0%          N/A    N/A
   AmQuest Bank, N.A.                 24,074,000   10.1%    9,496,000    4.0%   14,244,000    6.0%
   Exchange National Bank & Trust     14,544,000   13.9%    4,176,000    4.0%    6,264,000    6.0%
                                                                         
 Tier I Capital
  (to Average Assets)-
   AmQuest Financial Corp.            44,101,000    8.0%   22,353,000    4.0%          N/A    N/A
   AmQuest Bank, N.A.                 24,074,000    6.8%   14,331,000    4.0%   17,913,000    5.0%
   Exchange National Bank & Trust     14,544,000    7.4%    7,823,000    4.0%    9,778,000    5.0%
 
As of December 31, 1996:
 Total Capital
  (to Risk Weighted Assets)-
   AmQuest Financial Corp.            46,465,000   14.7%   25,290,318    8.0%          N/A    N/A
   AmQuest Bank, N.A.                 26,369,000   12.3%   17,116,640    8.0%   21,395,800   10.0%
   Exchange National Bank & Trust     14,974,000   14.8%    8,120,480    8.0%   10,150,600   10.0%
 
 Tier I Capital
  (to Risk Weighted Assets)-
   AmQuest Financial Corp.            43,671,000   13.8%   12,645,159    4.0%          N/A    N/A
   AmQuest Bank, N.A.                 24,236,000   11.3%    8,558,320    4.0%   12,837,480    6.0%
   Exchange National Bank & Trust     14,314,000   14.1%    4,060,240    4.0%    6,090,360    6.0%
 
 Tier I Capital
  (to Average Assets)-
   AmQuest Financial Corp.            43,671,000    8.7%   20,163,315    4.0%          N/A    N/A
   AmQuest Bank, N.A.                 24,236,000    7.9%   12,215,400    4.0%   15,269,250    5.0%
   Exchange National Bank & Trust     14,314,000    7.3%    7,822,560    4.0%    9,778,200    5.0%
</TABLE>

Management intends to continue compliance with all regulatory capital
requirements.

                                      F-60
<PAGE>
 
18. PARENT COMPANY FINANCIAL INFORMATION:
    -------------------------------------

Following are the condensed statements of financial condition at December 31,
1997 and 1996, and the statements of income and the cash flows for each of the
three years in the period ended December 31, 1997, for AmQuest Financial Corp.
(parent company only):

                       STATEMENTS OF FINANCIAL CONDITION
                       ---------------------------------

<TABLE>
<CAPTION>
                                                                              1997           1996
                                                                          -------------  -------------
                                 ASSETS                                      (dollars in thousands)
                                 ------ 
<S>                                                                       <C>            <C>
Cash and due from banks                                                         $ 1,725        $   959
Interest-bearing deposits in subsidiary banks                                     3,000          3,500
Investments in subsidiaries-
 AmQuest Bank, N.A.                                                              29,503         25,869
 Exchange National Bank & Trust Company                                          15,844         15,789
                                                                                -------        -------
                                                                                 45,347         41,658
                                                                                -------        -------
Other assets                                                                        915            914
                                                                                -------        -------
       Total assets                                                             $50,987        $47,031
                                                                                =======        =======
 
                LIABILITIES AND STOCKHOLDERS' EQUITY
                ------------------------------------ 
Accrued expenses, taxes and other liabilities                                   $   157        $   250
 
Stockholders' equity                                                             50,830         46,781
                                                                                -------        -------
       Total liabilities and stockholders' equity                               $50,987        $47,031
                                                                                =======        =======
</TABLE>

                                      F-61
<PAGE>
 
                              STATEMENTS OF INCOME
                              --------------------


<TABLE>
<CAPTION>
                                                                       1997          1996          1995
                                                                   ------------  ------------  -------------
                                                                            (dollars in thousands)
Income:
<S>                                                                <C>           <C>           <C>
 Dividends from subsidiaries                                             $4,661        $2,960       $ 6,500
 Interest                                                                   115           216           146
 Other                                                                      512           440           351
                                                                         ------        ------       -------
                                                                          5,288         3,616         6,997
                                                                         ------        ------       -------
Expense:
 Other                                                                    1,437         1,329         1,345
                                                                         ------        ------       -------
 
Income before income taxes and undistributed earnings of                  3,851         2,287         5,652
 subsidiaries
 
Benefit for income taxes                                                    185           143           202
                                                                         ------        ------       -------
                                                                          4,036         2,430         5,854
Income before undistributed earnings of subsidiaries
 
Undistributed earnings of subsidiaries                                      340         3,040        (1,260)
                                                                         ------        ------       -------
 
       Net income                                                        $4,376        $5,470       $ 4,594
                                                                         ======        ======       =======
</TABLE>

                                      F-62
<PAGE>
 
                            STATEMENTS OF CASH FLOWS
                            ------------------------


<TABLE>
<CAPTION>
                                                                        1997            1996            1995
                                                                   --------------  --------------  --------------
                                                                               (dollars in thousands)
<S>                                                                <C>             <C>             <C>
CASH FLOWS PROVIDED (ABSORBED) BY OPERATING ACTIVITIES:
   Net income                                                            $ 4,376         $ 5,470         $ 4,594
   Adjustments to reconcile net income to net cash provided by
    operating activities-
     Depreciation and amortization                                           372             603             388
     Accretion of debt securities                                              -             (92)            (45)
     Equity in undistributed income of subsidiaries                         (340)         (3,040)              -
     Distribution in excess of income of subsidiaries                          -               -           1,260
     Change in other assets                                                  (35)           (246)             36
     Change in accrued expenses, taxes and other liabilities                 (92)            (25)            (85)
                                                                         -------         -------         -------
 
       Net cash provided by operating activities                           4,281           2,670           6,148
                                                                         -------         -------         -------
 
CASH FLOWS PROVIDED (ABSORBED) BY INVESTING ACTIVITIES:
   Decrease in loans, net                                                      -               -               5
   Capital expenditures                                                      (88)            (24)             (4)
   Purchase of debt securities held-to-maturity                                -            (981)         (4,382)
   Proceeds from sales of other assets                                        70               9               -
   Proceeds from maturities of held-to-maturity debt securities                -           5,000             500
   Capital contribution to subsidiary banks                               (3,500)              -               -
                                                                         -------         -------         -------
 
       Net cash provided (absorbed) by investing activities               (3,518)          4,004          (3,881)
                                                                         -------         -------         -------
 
CASH FLOWS PROVIDED (ABSORBED) BY FINANCING ACTIVITIES:
   Purchase of treasury stock                                                (67)         (4,439)           (308)
   Sale of treasury stock                                                     70             382             107
   Dividends paid                                                           (500)           (523)           (549)
                                                                         -------         -------         -------
 
       Net cash absorbed by financing activities                            (497)         (4,580)           (750)
                                                                         -------         -------         -------
 
Net change in cash and cash equivalents                                      266           2,094           1,517
 
CASH AND CASH EQUIVALENTS, beginning of year                               4,459           2,365             848
                                                                         -------         -------         -------
 
CASH AND CASH EQUIVALENTS, end of year                                   $ 4,725         $ 4,459         $ 2,365
                                                                         =======         =======         =======
</TABLE>

                                      F-63
<PAGE>
 
19. DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS:
    ------------------------------------------------------

SFAS No. 107, "Disclosures about Fair Value of Financial Instruments" requires
disclosure of certain information regarding the fair value of an entity's
financial instruments.  A financial instrument is defined by SFAS No. 107 as
cash, evidence of an ownership interest in an entity or a contractual
arrangement that involves cash or another financial instrument.  Market prices
are the best evidence of the estimated fair value of financial instruments.
SFAS No. 107 further states "if quoted market prices are not available,
management's best estimate of fair value may be based on the quoted market price
of a financial instrument with similar characteristics or on valuation
techniques."  Although the fair value of financial instruments with quoted
market prices are generally indicative of the amount at which an instrument
could be exchanged in a current transaction between willing parties, other than
in a forced or liquidation sale, the fair value of financial instruments without
an available quoted market price can vary greatly depending on the method and
assumptions used in the valuation techniques.

The process of determining management's best estimate of the fair value of
financial instruments is complex and requires significant judgments to be made
by management.  The computation of fair values for these financial instruments
without an available quoted market price is based upon the computation of the
present value of estimated future cash flows, utilizing a discount rate
commensurate with the risks associated with the various financial instruments.
The discount rate is based upon prevailing market rates at December 31, 1997.
It is management's opinion that these market rates effectively consider credit
risk, prepayment risk and operational costs.

The estimated fair value of a given financial instrument may change
substantially over time as a result of, among other things, changes in scheduled
or forecasted cash flows, changes in the supply or demand for a particular
financial instrument and changes in management's estimates of the related credit
risk or operational costs.  Consequently, significant revisions to fair value
estimates may occur during future periods.  Management believes it has taken
reasonable efforts to ensure that fair value estimates presented are accurate;
however, adjustments to fair value estimates may occur in the future and actual
amounts realized from financial instruments held as of December 31, 1997 and
1996, may differ from the amounts presented below.

The following methods and assumptions were used to estimate the fair value of
each class of financial instruments:

Cash and Cash Equivalents
- -------------------------

This category includes cash, interest-bearing deposits in other banks and
federal funds sold.  The carrying amount is a reasonable estimate of fair value
because of the relatively short maturity of those instruments.

Debt and Equity Securities
- --------------------------

The estimated fair value of debt and equity securities is based on quoted market
prices.

Loans Receivable
- ----------------

Loans were grouped into homogeneous categories, such as commercial, residential
mortgage and consumer.  The estimated fair value of these groups of loans is
determined by discounting the future cash flows using the current rates at which
similar loans would be extended to borrowers with similar credit ratings and
maturities.  The average discount rates used ranged from 9.25% and 10.26%.

                                      F-64
<PAGE>
 
Deposits
- --------

The estimated fair value of deposits with no stated maturity, such as demand,
savings, money market and NOW deposits, is the amount payable on demand as of
December 31, 1997 and 1996.  The fair value of fixed-rate time deposit is
estimated using the rates currently offered for deposits of similar maturities.
The average discount rate used was based on rates currently offered for similar
duration deposits ranging from 5.21% to 5.61%.

Securities Sold Under Agreements to Repurchase and Federal Funds Purchased and
- ------------------------------------------------------------------------------
 Advances from Federal Home Loan Bank of Topeka
 ----------------------------------------------

The carrying amount for securities sold under agreements to repurchase and other
short-term borrowings and advances from Federal Home Loan Bank of Topeka
approximates fair value due to the short maturity of these financial
instruments.

Other
- -----

Fees charged for commitments to extend credit or standby letters of credit are
not significant to the Company.  As the related fees are not significant and
terms of the commitments are generally consistent with others offered in the
Company's markets, estimates of fair value have not been determined.

The estimated fair values of the Company's financial instruments are as follows
(dollars in thousands):

<TABLE>
<CAPTION>
                                                        1997                            1996
                                            -----------------------------  ------------------------------
                                              Carrying       Estimated        Carrying       Estimated
                                               Amount        Fair Value        Amount        Fair Value
                                            -------------  --------------  --------------  --------------
        <S>                                   <C>            <C>             <C>             <C>
      Financial assets:
       Cash and cash equivalents                 $ 43,418        $ 43,418        $ 46,001        $ 46,001
       Debt and equity securities                 176,680         177,902         164,155         164,698
       Loans receivable, net                      332,722         328,321         311,357         307,997
                                                 --------        --------        --------        --------
 
           Total financial assets                $552,820        $549,641        $521,513        $518,696
                                                 ========        ========        ========        ========
 
      Financial liabilities:
       Deposits                                  $502,801        $503,419        $467,349        $468,193
       Securities sold under agreements          
        to repurchase and federal funds
        purchased                                  11,785          11,785          12,327          12,327
       Advances from the Federal Home
        Loan Bank of Topeka                         6,000           6,000           6,000           6,000
                                                 --------        --------        --------        --------
 
           Total financial liabilities           $520,586        $521,204        $485,676        $486,520
                                                 ========        ========        ========        ========
</TABLE>

SFAS No. 107 excludes all nonfinancial instruments from its disclosure
requirements.  Accordingly, the aggregate estimated fair value amounts presented
do not represent the underlying value of the Company.

20. NEW ACCOUNTING PRONOUNCEMENTS:
    ------------------------------

The FASB has issued SFAS No. 130, "Reporting Comprehensive Income."  This
statement is required to be adopted by the Company in fiscal year 1998.
Management does not anticipate this statement to have a material adverse impact
on the consolidated financial position or the future results of operations of
the Company.

                                      F-65
<PAGE>
 
21. PROPOSED MERGER WITH BANCFIRST CORPORATION:
    -------------------------------------------

On May 6, 1998, the Company entered into a merger agreement with BancFirst
Corporation.  Under the terms of the Merger Agreement, each share of common
stock outstanding of the Company will be exchanged for .7917 shares of BancFirst
Corporation common stock, subject to certain possible adjustments.  The Merger
Agreement requires shareholders and regulatory approval.  Consummation of the
merger is expected to occur in September 1998.

                                      F-66
<PAGE>
 
                                                                      APPENDIX A
                               MERGER AGREEMENT
                               ----------------

MERGER AGREEMENT dated as of May 6, 1998 (hereinafter called the "Merger
Agreement"), between AmQuest Financial Corp. (hereinafter called "AMQUEST") and
BancFirst Corporation (hereinafter called "BANCFIRST").

                                  WITNESSETH:

AMQUEST is a corporation duly organized under the laws of the State of Oklahoma.
As of March 31, 1998, AMQUEST had authorized capital stock consisting of
6,000,000 shares of common stock having a par value of $1.67 per share ("AMQUEST
Common"), of which a total of 3,160,751 shares were issued and outstanding and
154,902 of which were shares subject to purchase options.   Except as set forth
in Exhibit A hereto, AMQUEST, or a subsidiary of AMQUEST, owns, beneficially and
   ---------                                                                    
of record, all of the issued and outstanding capital stock of the banks (the
"Banks") and of the corporations and/or limited liability companies (together,
the "Companies") listed in Exhibit A hereto.  The Banks and the Companies are
                           ---------                                         
hereinafter sometimes referred to collectively as "Subsidiaries" and each,
sometimes, as a "Subsidiary."

BANCFIRST is a corporation duly organized under the laws of the State of
Oklahoma.  As of the date of this Agreement, BANCFIRST had authorized capital
stock of $22 million divided into 7.5 million shares of common stock having a
par value of  $1.00 per share ("BANCFIRST Common"), of which 6,777,969 are
issued and outstanding and 900,000 shares of 10% Cumulative Preferred Stock,
$5.00 par value, of which no shares are issued and outstanding and 10 million
shares of  Senior Preferred Stock, $1.00 par value, of which no shares are
issued and outstanding.

The respective Boards of Directors of AMQUEST and BANCFIRST have each approved
this Merger Agreement and the consummation of the transactions contemplated
hereby and have approved the execution and delivery of this Merger Agreement.
This Merger Agreement provides for the merger of AMQUEST with and into BANCFIRST
upon the terms and conditions of this Merger Agreement (the "Merger").
BANCFIRST will be the surviving corporation of the Merger.  From and after the
time the Merger shall become effective as set forth in Section 4 of this Merger
Agreement, and as and when required by this Merger Agreement, BANCFIRST will
issue shares of BANCFIRST Common and in exchange for all of the issued and
outstanding shares of AMQUEST

                                      A-1
<PAGE>
 
Common. It is understood by each of the parties hereto that BANCFIRST seeks, as
a result of the Merger, to acquire AMQUEST, the Banks and the Companies and all
of their respective operating assets and liabilities.

Subject to the terms and conditions of this Merger Agreement, all parties will
exert their reasonable best efforts to obtain such regulatory approvals and to
effect such other actions as are necessary or appropriate to consummate the
Merger. In no event will BANCFIRST issue more than 2,625,000 Shares of BANCFIRST
Common in connection with the transactions contemplated by this Merger
Agreement.

BANCFIRST and AMQUEST intend that the Merger be a tax-free reorganization within
the meaning of Section 368(a) of the Internal Revenue Code and to be accounted
for as a pooling of interests pursuant to APB Opinion No.16.

In consideration of the premises, AMQUEST and BANCFIRST hereby make this Merger
Agreement and prescribe the terms and conditions of the Merger and the mode of
carrying the Merger into effect as follows:

1.   Merger.  Subject to the terms and conditions hereinafter set forth in this
     ------                                                                    
     Merger Agreement, AMQUEST shall be merged with and into BANCFIRST pursuant
     to and in accordance with applicable provisions of the Oklahoma General
     Corporation Act ("Oklahoma GCA").

2.   Name.  The name of the surviving corporation (hereinafter called the
     ----                                                                
     "Surviving Corporation" whenever reference is made to it as of the
     Effective Time or thereafter) shall be "BancFirst Corporation."

3.   Business.  The business of BANCFIRST as the Surviving Corporation shall be
     --------                                                                  
     that of a bank holding company.  The Surviving Corporation shall exist by
     virtue of, and be governed by, the laws of the State of Oklahoma and shall
     have its principal office at 101 North Broadway, Oklahoma City, Oklahoma.

4.   Effective Time of Merger; Certificate of Incorporation. The Merger shall
     -----------------------------------------------------
     become effective in accordance with applicable provisions of Section 1081
     of the Oklahoma GCA upon the later of (i) the time a certificate of merger,
     certified copy of the Merger Agreement or other document or documents
     effecting the Merger under the Oklahoma GCA are filed with the

                                      A-2
<PAGE>
 
     Secretary of State of the State of Oklahoma (the "Oklahoma State Filing")
     and (ii) that time, if any, subsequent to the time of the Oklahoma State
     Filing, designated in the Oklahoma State Filing as the time the merger
     shall become effective (the "Effective Time").

     The Certificate of Incorporation of BANCFIRST in effect as of the Effective
     Time shall be the Certificate of Incorporation of the Surviving Corporation
     and the By-laws of BANCFIRST in effect as of the Effective Time shall be
     the By-laws of the Surviving Corporation.

5.   Effect of Merger.  At the Effective Time, the separate corporate existence
     ----------------                                                          
     of AMQUEST and BANCFIRST, respectively, shall, as provided in applicable
     provisions of the Oklahoma GCA be merged into and continued in BANCFIRST as
     the Surviving Corporation, which shall be deemed to be the same corporation
     as AMQUEST and BANCFIRST.  All rights, franchises and interests of AMQUEST
     and BANCFIRST, respectively, in and to every type of property, real,
     personal and mixed, and chooses in action, shall be transferred to and
     vested in BANCFIRST as the Surviving Corporation by virtue of the Merger
     without any deed or other transfer in the same manner and to the same
     extent as such rights, franchises and interests were held or enjoyed by
     AMQUEST and BANCFIRST, respectively, at the Effective Time, as provided in
     applicable provisions of the Oklahoma GCA.

6.   Liabilities upon Merger.  The Surviving Corporation shall be responsible
     -----------------------                                                 
     for all of the liabilities of every kind and description of AMQUEST and
     BANCFIRST existing as of the Effective Time, except as may be specifically
     provided otherwise in this Merger Agreement.

7.   Conversion of Shares.
     -------------------- 

     (a)  At the Effective Time:

       (i)  Each of the not more than 3,315,653 shares of AMQUEST Common that
            shall be issued and outstanding immediately prior to the Effective
            Time, including shares issued as a result of the exercise of stock
            options, except for shares of AMQUEST Common subject to the rights
            of a dissenting shareholder, shall thereupon and without further
            action be converted into .7917 shares of BANCFIRST Common, subject,
            however, to the provisions set forth in Section 7(c) herein relative
            to

                                      A-3
<PAGE>
 
               fractional shares and to possible adjustments as set forth in
               Section 17(f) herein (the "Exchange Rate").

          (ii) Any shares of AMQUEST Common held by AMQUEST as treasury stock
               immediately prior to the Effective Time shall be canceled and
               shall not represent capital stock of the Surviving Corporation
               and shall not be exchanged for shares of BANCFIRST Common.

     (b)  AMQUEST's shareholders of record at the Effective Time, for the shares
          of AMQUEST Common then held by them, respectively, shall be allocated
          and be entitled to receive (upon surrender of certificates formerly
          representing shares of AMQUEST Common for cancellation) certificates
          for shares of BANCFIRST Common as shall be equal to (x) the number of
          shares of AMQUEST Common outstanding immediately prior to the
          Effective Time multiplied by (y) the Exchange Rate.

     (c)  No certificate for fractional shares of BANCFIRST Common will be
          issued by BANCFIRST in connection with the exchange contemplated by
          the Merger, but in lieu thereof, any holder of AMQUEST Common shall,
          upon surrender of the certificate or certificates representing such
          AMQUEST Common, be paid cash, without interest, by BANCFIRST for such
          fractional shares on the basis of the average of the closing prices of
          BANCFIRST Common as reported in The Wall Street Journal for each of
                                          -----------------------
          the days included in the Valuation Period. The term "Valuation Period"
          shall mean the ten consecutive NASD trading days ending on the sixth
          NASD trading day immediately prior to the proposed Effective Time, as
          designated by BANCFIRST pursuant to Section 10(c) of this Merger
          Agreement.

     (d)  As soon as practicable after the Effective Time, holders of
          certificates formerly representing shares of AMQUEST shall be
          instructed to tender such certificates to BANCFIRST pursuant to a
          letter of transmittal which shall be delivered to such shareholders by
          BANCFIRST and, subject to the provisions set forth above relating to
          fractional shares, BANCFIRST, or BancTrust, a division of BancFirst,
          as Exchange Agent for BANCFIRST, will distribute to such holders of
          certificates formerly representing shares of AMQUEST Common in
          exchange for and upon surrender for cancellation by such holders of a
          certificate or certificates formerly representing shares of AMQUEST
          Common the certificate(s) for shares of BANCFIRST Common in accordance
          with the

                                      A-4
<PAGE>
 
          Exchange Rate. Each certificate formerly representing AMQUEST Common
          (other than certificates representing shares of AMQUEST Common subject
          to the rights of dissenting shareholders) shall be deemed for all
          purposes to evidence the ownership of the number of shares of
          BANCFIRST Common and cash for fractional shares into which such shares
          have been converted, except, however, and notwithstanding the
          foregoing, that, until such surrender of the certificate or
          certificates formerly representing shares of AMQUEST Common, the
          holder thereof shall not be entitled to receive any dividend or other
          payment or distribution payable to holders of BANCFIRST Common. Upon
          such surrender (or, in lieu of surrender, other provisions reasonably
          satisfactory to BANCFIRST as are made as set forth in the next
          following paragraph), there shall be paid to the person entitled
          thereto the aggregate amount of dividends or other payments or
          distributions (in each case without interest) which became payable
          after the Effective Time on the whole shares of BANCFIRST Common
          represented by the certificates issued upon such surrender and
          exchange or in accordance with such other provisions, as the case may
          be. After the Effective Time, the holders of certificates formerly
          representing shares of AMQUEST Common shall cease to have rights with
          respect to such shares (except such rights, if any, as they may have
          as dissenting shareholders), and except as aforesaid, their sole
          rights shall be to exchange said certificates for shares of BANCFIRST
          Common and cash for fractional shares in accordance with this Merger
          Agreement.

          Certificates formerly representing shares of AMQUEST Common
          surrendered for cancellation by each shareholder entitled to exchange
          shares of AMQUEST Common for shares of BANCFIRST Common by reason of
          the Merger shall be appropriately endorsed or accompanied by such
          appropriate instruments of transfer as BANCFIRST may reasonably
          require; provided, however, that if there be delivered to BANCFIRST by
          any person who is unable to produce any such certificate formerly
          representing shares of AMQUEST Common for transfer (i) evidence to the
          reasonable satisfaction of BANCFIRST that any such certificate has
          been lost, wrongfully taken or destroyed, and (ii) such security or
          indemnity as reasonably may be requested by BANCFIRST to save it and
          BancTrust harmless, and (iii) evidence to the reasonable satisfaction
          of BANCFIRST that such person is the owner of the shares theretofore
          represented by each certificate claimed by him to be lost, wrongfully
          taken or destroyed and that he is the person who would be entitled to
          present each such certificate and to receive shares of BANCFIRST
          Common pursuant to this Merger Agreement, then BANCFIRST, in the
          absence of actual notice to it that any shares theretofore represented
          by any such certificate

                                      A-5
<PAGE>
 
          have been acquired by a bona fide purchaser, shall deliver to such
          person the certificate(s) representing shares of BANCFIRST Common
          which such person would have been entitled to receive upon surrender
          of each such lost, wrongfully taken or destroyed certificate formerly
          representing shares of AMQUEST Common.

     (e)  Prior to the Effective Time neither BANCFIRST nor AMQUEST shall
          declare a stock dividend or make distributions upon or subdivide,
          split up, reclassify or combine its shares of common stock or declare
          a dividend or make a distribution on its common stock in any security
          convertible into or exchangeable for its common stock.

8. Board of Directors and Employees; Name Changes.   The directors of BANCFIRST
   -----------------------------------------------                             
   immediately prior to the Effective Time shall serve as the directors of the
   Surviving Corporation immediately following the Effective Time and until the
   next annual meeting of shareholders at which their respective successors are
   elected and qualified.  The officers and employees of the Surviving
   Corporation immediately following the Effective Time shall be the officers
   and employees of BANCFIRST immediately before the Effective Time.  The
   directors, officers and employees of the Subsidiaries immediately following
   the Effective Time shall be the directors, officers and employees of the
   respective Subsidiaries immediately before the Effective Time.

   AMQUEST will cooperate with BANCFIRST in the procurement of requisite
   corporate and regulatory approvals and will use its reasonable best efforts
   to take such other steps as are appropriate and necessary to effect, when and
   if requested by BANCFIRST, changes in the name of each of the Subsidiaries to
   include the words "BANCFIRST" so that such name changes will become effective
   at the Effective Time or such later dates as may be designated by BANCFIRST.

9. Stock Options.
   ------------- 

     (a)  As of the date of the Merger Agreement, there are outstanding and
          unexercised stock options for shares of AMQUEST Common held by
          directors, officers and employees of AMQUEST and its Subsidiaries.
          Immediately following the Effective Time, all unexercised stock
          options for shares of AMQUEST Common issued to and held by directors,
          officers and employees of AMQUEST and its Subsidiaries immediately
          prior to the Effective Time shall be assumed by BANCFIRST and
          converted into options to

                                      A-6
<PAGE>
 
          purchase that number of shares of BANCFIRST Common equal to the number
          of shares of AMQUEST Common subject to such unexercised options
          immediately prior to the Effective Time multiplied by the Exchange
          Rate. The per share exercise price of such options for shares of
          BANCFIRST Common shall be the exercise price applicable to the options
          for shares of AMQUEST Common converted into options for BANCFIRST
          shares divided by the Exchange Rate. Except as set forth herein, all
          terms and conditions of the stock option agreements for options for
          AMQUEST Common shall continue in full force and effect.

10.  Undertakings of the Parties.  AMQUEST and BANCFIRST further agree as
     ---------------------------                                         
follows:

     (a)  This Merger Agreement shall be submitted to the shareholders of
          AMQUEST and BANCFIRST for approval at meetings to be called and held
          in accordance with applicable law and the respective Certificates of
          Incorporation and By-laws of AMQUEST and BANCFIRST. Such shareholders'
          meetings will be scheduled to be held approximately 30 days following
          the mailing by AMQUEST and BANCFIRST of their proxy statements to
          their respective shareholders, which mailing will promptly follow the
          effective date of the registration statement to be filed by BANCFIRST
          with the Securities and Exchange Commission (the " SEC") as provided
          in Section 10(d). AMQUEST and BANCFIRST will cooperate with each other
          in order to facilitate the preparation, filing and clearance of the
          registration statement and the proxy statement under federal and state
          securities laws to be used with respect to such shareholders' meeting
          and the exchange of shares as contemplated by this Merger Agreement.

     (b)  BANCFIRST will promptly prepare and file an application (believed in
          good faith by BANCFIRST to be substantially complete in form and
          substance) with the Board of Governors of the Federal Reserve System
          (the "Board") under appropriate provisions of Section 3 of the Bank
          Holding Company Act of 1956, as amended, and, if necessary, to the
          Oklahoma State Banking Board (the "Oklahoma Board") for prior approval
          of the Merger and/or the proposed acquisition of AMQUEST and/or one or
          more of the Subsidiaries by BANCFIRST. AMQUEST will furnish BANCFIRST
          such information, appropriate representations and documents as may be
          reasonably requested by BANCFIRST in connection therewith and will
          cooperate with BANCFIRST in the procurement of requisite corporate and
          regulatory approvals to effect the Merger. BANCFIRST will provide
          AMQUEST and its counsel with reasonable opportunity to

                                      A-7
<PAGE>
 
          comment on the applications which it proposes to file in connection
          with such regulatory approvals and will give due consideration to any
          comments of AMQUEST and its counsel before making such filings.
          BANCFIRST will use its reasonable best efforts to cause such
          applications to be approved by the Board and, if required, the
          Oklahoma Board and to obtain such other regulatory consents and
          approvals as may be necessary to facilitate the Merger, in each case
          as soon as possible, and will promptly provide AMQUEST with copies of
          all such applications together with correspondence to or from the
          Board and the Oklahoma Board related thereto.

     (c)  The Effective Time shall occur, subject to Section 24 of this Merger
          Agreement, at such time as shall be designated by BANCFIRST which
          shall be a date not later than thirty (30) days following the latter
          of (A) receipt of all approvals of the Board and the Oklahoma Board
          and the expiration of any required waiting periods with respect
          thereto; (B) approval of the Merger by the shareholders of AMQUEST;
          and (C) approval of the Merger by the shareholders of BANCFIRST;
          provided, however, the Effective Time may be such other day as shall
          be agreed to by BANCFIRST and AMQUEST. BANCFIRST and AMQUEST shall use
          their best efforts to cause the Effective Time to occur on or before
          September 30, 1998.

     (d)  BANCFIRST will promptly prepare and file with the SEC and use its
          reasonable best efforts to cause to become effective as soon as
          possible, a registration statement, including the related prospectus
          and proxy statement referred to in Section 10(a) above (the "Proxy
          Statement"), and any required amendments thereto or supplements to any
          prospectus contained therein, relating to the exchange of BANCFIRST
          Common contemplated by this Merger Agreement. BANCFIRST will provide
          AMQUEST and its counsel a reasonable opportunity to comment on such
          proposed filings and will give due consideration to any comments of
          AMQUEST and its counsel before making any such filings. Such
          registration statement will not cover resales by any persons who may
          be considered "underwriters" under Rule 145(c) of the Securities Act
          of 1933, as amended (the "1933 Act"). BANCFIRST shall use its
          reasonable best efforts to have the shares of BANCFIRST Common
          qualified or exempted from qualification under all applicable state
          securities laws as soon as possible. In the event that a stop order
          has been issued, or threatened, by the SEC, that suspends or would
          suspend the effectiveness of the registration statement, BANCFIRST
          shall use its reasonable best efforts to promptly remove, or cause not
          to be issued, any such stop order.

                                      A-8
<PAGE>
 
     (e)  BANCFIRST will assume and pay all expenses incident to the obtaining
          of the requisite regulatory consents and approvals. Without limiting
          the generality of the foregoing, the expenses to be assumed and paid
          by BANCFIRST shall include (i) all legal and other expenses and taxes
          incurred by BANCFIRST incident to the consummation of the Merger
          contemplated by this Merger Agreement, (ii) all legal and other
          expenses incurred by BANCFIRST incident to the preparation and filing
          of the applications to the Board, the Oklahoma Board and other
          requests for regulatory consents and approvals with the appropriate
          bank regulatory agencies as set forth in or contemplated by this
          Merger Agreement and (iii) all legal and other expenses, if any,
          incurred in connection with the registration and qualification of
          BANCFIRST Common under federal and state securities laws. The expenses
          to be assumed and paid by BANCFIRST shall not include any legal,
          accounting or other expenses incurred by AMQUEST in the negotiation of
          the Merger, associated with the Proxy Statement, the examination or
          review of documents for its own benefit, in connection with its own
          corporate proceedings or with respect to any investment banker or
          advisor for services rendered on its behalf, all of which will be
          assumed and paid by AMQUEST. BANCFIRST will pay the expenses of
          reproducing the Proxy Statement.

     (f)  All information furnished by or on behalf of AMQUEST to BANCFIRST or
          any of its representatives in connection with this Merger Agreement
          (whether before or after the date of this Merger Agreement) will be
          kept confidential by BANCFIRST in accordance with the terms of that
          certain agreement dated March 6, 1998 (the "Confidentiality
          Agreement") between BANCFIRST and AMQUEST.

     (g)  BANCFIRST will provide AMQUEST with copies of all filings made by
          BANCFIRST with the SEC under the Securities Exchange Act of 1934, as
          amended (the "1934 Act"), and the 1933 Act and the respective rules
          and regulations of the SEC thereunder at the time such filings are
          made at any time prior to the Effective Time.

     (h)  BANCFIRST will furnish to AMQUEST all information concerning BANCFIRST
          reasonably required by AMQUEST in connection with the preparation of
          proxy solicitation materials for use in soliciting proxies in
          connection with the meeting of AMQUEST's shareholders called for the
          purpose of voting on the Merger and will promptly advise AMQUEST if
          BANCFIRST determines that any of such information is

                                      A-9
<PAGE>
 
          or becomes false or misleading in any material respect. AMQUEST will
          furnish to BANCFIRST all information concerning AMQUEST and the
          Subsidiaries reasonably required by BANCFIRST in connection with
          BANCFIRST's preparation of the registration statement (including the
          related prospectus) and any required amendments or supplements
          thereto, or in connection with other filings by BANCFIRST relating to
          the registration of its shares and will promptly advise BANCFIRST if
          AMQUEST determines that any such information is or becomes false or
          misleading in any material respect.

     (i)  No press release or other public disclosure of matters related to this
          Merger Agreement or any of the transactions contemplated hereby shall
          be made by AMQUEST or BANCFIRST unless the other party shall have
          provided its prior consent to the form and substance thereof;
          provided, however, that nothing herein shall be deemed to prohibit any
          party hereto from making any disclosure which its counsel deems
          necessary or advisable in order to fulfill such party's disclosure
          obligations imposed by law.

     (j)  For not less than the three-year period immediately following the
          Effective Time, BANCFIRST shall make available adequate current public
          information about itself as that terminology is used in and as
          required by Rule 144(c) of the SEC under the 1933 Act.

     (k)  AMQUEST will use its reasonable best efforts to cause each person who,
          in the joint opinion of counsel for BANCFIRST and AMQUEST, is at the
          Effective Time or was, at the time of AMQUEST's shareholders' meeting
          referred to in Section 10 hereof, an "affiliate" of AMQUEST (as that
          term is used in Rules 144 and 145 promulgated by the SEC under the
          1933 Act), to execute and deliver to BANCFIRST the written
          undertakings in the form attached hereto as Exhibit B.
                                                      --------- 

     (l)  AMQUEST shall provide BANCFIRST with adequate opportunity to conduct
          such further reviews and examinations of the business, properties and
          conditions (financial and otherwise) of AMQUEST, as BANCFIRST shall
          deem prudent, provided that such investigations shall not interfere
          unreasonably with the normal operations of AMQUEST.

     (m)  Prior to the Effective Time, BANCFIRST will file with the SEC and use
          its reasonable best efforts to cause to become effective not later
          than the Effective Time, a registration statement on Form S-8 or other
          appropriate form to register with the SEC the shares of BANCFIRST
          Common which may be issued to individuals upon the exercise of stock

                                      A-10
<PAGE>
 
          options and/or other stock-related benefits assumed by BANCFIRST
          pursuant to this Merger Agreement and will use its reasonable best
          efforts to cause such registration statement to remain in effect until
          the exercise or expiration of all such options and/or other stock-
          related benefits. BANCFIRST shall use its reasonable best efforts to
          have the shares of BANCFIRST Common which may be issued upon the
          exercise of such options qualified or exempted from qualification from
          all applicable state securities laws.

     (n)  BANCFIRST shall cause the shares of BANCFIRST Common Stock to be
          issued in the Merger and the shares of BANCFIRST Common Stock issuable
          upon exercise of the AMQUEST options assumed by BANCFIRST in
          connection with the Merger to be approved for listing on the NASDAQ
          NMS prior to the Closing Date.

     (o)  As soon as reasonably practicable after the Effective Time, BANCFIRST
          shall provide employee benefit plans and arrangements to active
          employees of AMQUEST and its Subsidiaries that are the same as, or
          substantially the equivalent of, the employee benefit plans and
          arrangements of BANCFIRST as in effect immediately prior to the
          Effective Time or as may be modified or terminated from time to time
          thereafter by BANCFIRST. Pending such action, BANCFIRST shall maintain
          the effectiveness of the AMQUEST benefit plans. From and after the
          Effective Time, BANCFIRST shall also honor, and shall cause the
          AMQUEST Subsidiaries to honor, in accordance with their terms, all
          employment and severance agreements and arrangements which apply to
          employees of the AMQUEST as disclosed in the AMQUEST Disclosure
          Schedule. BANCFIRST further agrees that the employees of the AMQUEST
          shall be credited for their actual and credited service with the
          AMQUEST for purposes of eligibility, vesting and benefit accrual
          (except in the case of a defined benefit pension plan) in the employee
          plans provided by BANCFIRST. Such employees' benefits under
          BANCFIRST's medical benefit plan shall not be subject to any
          exclusions for any pre-existing conditions, and credit shall be
          received for any deductibles or out-of-pocket amounts previously paid.
          On or before the Effective Time, if the Board of Directors of AMQUEST
          so determine, AMQUEST may pay cash bonuses to its employees in an
          aggregate amount consistent with past practice. BANCFIRST will pay one
          week of severance pay for each year of service with a maximum of 26
          weeks to any employee of AMQUEST terminated as a result of a position
          elimination within the first year.

                                      A-11
<PAGE>
 
     (p)  AMQUEST and BANCFIRST shall each use its best efforts to cause the
          Merger to be treated as a reorganization within the meaning of Section
          368(a) of the Code and to obtain the opinion of counsel referred to in
          Section 12 to such effect. BANCFIRST and AMQUEST shall each use their
          best efforts to cause the Merger to be accounted for as a pooling of
          interests for financial accounting purposes pursuant to the provisions
          of APB 16 and the rules and interpretations of the SEC relating
          thereto and shall use their best efforts to cause their respective
          shareholders not to take any action that would adversely affect the
          ability of BANCFIRST to account for the Merger as a pooling of
          interests.

     (q)  At the Effective Time or as soon thereafter as BANCFIRST shall change
          the name of the Banks, all rights to use the name "AmQuest Financial,"
          including, but not limited to, any federal or state trademarks or
          servicemarks related thereto, and any signage related thereto shall be
          assigned and conveyed by BANCFIRST and/or AMQUEST to the designees of
          AMQUEST without consideration, subject to the terms of a mutually
          acceptable agreement between the designees and BANCFIRST pursuant to
          which the designees agree that (i) "AmQuest Financial" will not be
          used anywhere in Oklahoma within one year following the Effective
          Time; and in any current AmQuest communities within two years
          following the Effective Time; and (ii) "AmQuest Financial" will not be
          used in commercial banking, savings bank or brokerage services in the
          state of Oklahoma for a period of three years following the Effective
          Time.

     (r)  At the Effective Time, BANCFIRST shall enter into a registration
          rights agreement in the form attached hereto as Exhibit E with all of
          those shareholders of AMQUEST who, in the opinion of counsel to
          AMQUEST, may be considered affiliates of AMQUEST and who elect to be
          included in such agreement providing for the registration under the
          Securities Act of 1933 of the shares of BANCFIRST issued to them in
          connection with the Merger on a Form S-3 shelf registration statement
          providing for sales and other dispositions from time to time in
          nonunderwritten transactions.

11.  Dissenting Shareholders.  Shareholders of AMQUEST Common who do not vote
     -----------------------                                                 
     their shares in favor of the Merger and otherwise perfect applicable
     dissenters' rights will be entitled to applicable dissenters or appraisal
     rights, if any, under applicable provisions of the Oklahoma GCA.
     Consummation of the transactions contemplated by this Merger Agreement is

                                      A-12
<PAGE>
 
     specifically conditioned on the number of shares of AMQUEST Common as to
     which shareholder of AMQUEST exercise dissenting or appraisal rights, plus
     any "tainted" shares of AMQUEST Common held as treasury stock by AMQUEST,
     within the meaning of APB Opinion No. 16 totaling less than 10% of the
     number of shares of AMQUEST Common issued and outstanding at the Effective
     Time.

12.  Tax Opinion.  BANCFIRST and AMQUEST shall use their respective reasonable
     -----------                                                              
     best efforts to obtain from Crowe and Dunlevy a written opinion addressed
     to AMQUEST, its shareholders and BANCFIRST, that based upon the Internal
     Revenue Code of 1986, as amended (the "Internal Revenue Code"), the
     regulations thereunder and rulings issued by the Internal Revenue Service
     in transactions similar to those contemplated by this Merger Agreement:

     (a)  The statutory Merger of AMQUEST with and into BANCFIRST will
          constitute a reorganization within the meaning of Section 368(a)(1)(A)
          of the Internal Revenue Code;

     (b)  No gain or loss will be recognized by BANCFIRST or AMQUEST as a
          consequence of the transactions herein contemplated;

     (c)  No gain or loss will be recognized by the shareholders of AMQUEST on
          the exchange of their shares of AMQUEST Common for shares of BANCFIRST
          Common (disregarding for this purpose any cash consideration received
          by such shareholders of AMQUEST Common, including any cash received
          pursuant to the exercise of statutory dissenters' rights or for
          fractional share interests to which they may be entitled);

     (d)  The Federal income tax basis of the BANCFIRST Common (including
          fractional share interests to which they may be entitled) received by
          the shareholders of AMQUEST Common for their shares of AMQUEST Common
          will be the same as the Federal income tax basis of the AMQUEST Common
          surrendered in exchange therefor; and

     (e)  The holding period of the BANCFIRST Common received by a shareholder
          of AMQUEST Common will include the period for which the AMQUEST Common
          exchanged therefor was held, provided the exchanged AMQUEST Common was
          held as a capital asset by such shareholder on the date of the
          exchange.

                                      A-13
<PAGE>
 
13.  Representations and Warranties of BANCFIRST. BANCFIRST represents and
     -------------------------------------------                           
     warrants to AMQUEST that, except as set forth in BANCFIRST's disclosure
     letter to AMQUEST dated May 6, 1998, and any attachments or schedules
     annexed thereto, and delivered to AMQUEST not later than the time of
     AMQUEST's execution of this Merger Agreement (the "BANCFIRST Disclosure
     Letter") and except as otherwise indicated below:

     (a)  BANCFIRST is a corporation duly organized and validly existing in good
          standing under the laws of the State of Oklahoma, is a registered bank
          holding company under the Bank Holding Company Act of 1956, as
          amended, and is qualified to do business and is in good standing in
          the State of Oklahoma, together with all other jurisdictions where it
          is both required to so qualify and where the failure to so qualify
          would have a BANCFIRST Material Adverse Effect, as hereinafter
          defined. A BANCFIRST Material Adverse Effect is that which has or
          would have a material adverse effect on the business, operations,
          financial condition or results of operations of BANCFIRST and its
          subsidiaries, taken as a whole, or on the ability of BANCFIRST to
          consummate the transactions contemplated hereby. BANCFIRST has full
          power and authority (including all licenses, franchises, permits and
          other governmental authorizations which are legally required) to
          engage in the businesses and activities now conducted by it and its
          subsidiaries. BANCFIRST is not subject to any formal or informal
          agreement or understanding with, nor is it subject to any order of,
          any bank regulatory authority restricting or prohibiting or attempting
          to restrict or prohibit any activities or conduct of BANCFIRST.
          Subject only to obtaining the required regulatory and shareholder
          approvals, BANCFIRST is, and at all times after the date of this
          Merger Agreement to and including the Effective Time will be,
          authorized to effect the Merger under applicable law. As of March 31,
          1998 BANCFIRST had authorized capital stock of $22 million, divided
          into 7.5 million shares of BANCFIRST Common, 6,362,699 of which shares
          of BANCFIRST Common were issued and outstanding, 900,000 shares of 10%
          Cumulative Preferred Stock par value $5.00 per share, of which no
          shares were issued and outstanding and 10 million shares of Senior
          Preferred Stock, $1.00 par value of which no shares were issued and
          outstanding. All of the issued and outstanding shares of BANCFIRST's
          capital stock are duly authorized, validly issued, fully paid,
          nonassessable and subject to no pre-emptive rights.

     (b)  BANCFIRST has furnished to AMQUEST copies of the following financial
          statements relating to BANCFIRST and its consolidated subsidiaries:
          (i) the audited Consolidated Balance Sheets of BANCFIRST as of
          December 31, 1996 and 1997 and the Consolidated

                                      A-14
<PAGE>
 
          Statements of Income, Shareholders' Equity and Cash Flows for the
          years then ended, together with the notes thereto, as audited by
          Coopers & Lybrand, L.L.P., , independent auditors; and (ii) the
          unaudited Consolidated Balance Sheet of BANCFIRST as at March 31, 1998
          and the unaudited Consolidated Statements of Income for the period
          then ended, together with the notes thereto. Each of the
          aforementioned financial statements present fairly, in accordance with
          generally accepted accounting principles (applied on a consistent
          basis except as disclosed in the footnotes thereto), the consolidated
          financial position and results of operations of BANCFIRST as of the
          dates and for the periods therein set forth. Such financial statements
          do not, as of the dates thereof, include any material asset or omit
          any material liability, absolute or contingent, or other fact, the
          inclusion or omission of which renders such financial statements, in
          light of the circumstances under which they were made, misleading in
          any material respect. Since March 31, 1998, there has not been any
          change in the financial condition, results of operations or business
          of BANCFIRST and its subsidiaries that has had a BANCFIRST Material
          Adverse Effect.

     (c)  Since December 31, 1994, BANCFIRST and each of its subsidiaries has
          filed all reports, registrations and statements, together with any
          required amendments thereto, that any of them was required to file
          with (i) the SEC, including, but not limited to, all Forms 10-K, Forms
          10-Q, Forms 8-K, annual reports and proxy statements, (ii) the Board,
          (iii) the Federal Deposit Insurance Corporation (the "FDIC"), (iv) the
          Oklahoma Banking Department (the "OBD") and (v) any applicable state
          securities or banking authorities. All such reports and statements
          filed with any such regulatory body or authority are collectively
          referred to in this Merger Agreement as the BANCFIRST Reports. As of
          their respective dates, the BANCFIRST Reports complied in all material
          respects with the respective rules and regulations promulgated by the
          SEC, the Board, the FDIC, the OBD and state securities or banking
          authorities, and did not contain at the time filed any untrue
          statement of a material fact or omit to state a material fact required
          to be stated therein or necessary in order to make the statements
          therein, in light of the circumstances under which they were made, not
          misleading.

     (d)  The Board of Directors of BANCFIRST has duly authorized (i) the
          execution and delivery of this Merger Agreement and approved the
          Merger as contemplated by said Merger Agreement and will recommend it
          to the BANCFIRST shareholders for adoption; and (ii) the increase in
          authorized common stock of BANCFIRST to 12 million shares and will

                                      A-15
<PAGE>
 
          recommend such increase to the BANCFIRST shareholders. BANCFIRST has
          all requisite power and authority to enter into this Merger Agreement
          and, following the vote of its shareholders in favor of the Merger,
          and the authorization of additional shares to be issued in the Merger,
          BANCFIRST will have the authority to consummate the transactions
          contemplated hereby. Subject to the approval by the shareholders of
          BANCFIRST, this Merger Agreement constitutes the valid, legally
          binding and enforceable obligation of BANCFIRST and this Merger
          Agreement and the consummation of the Merger have been duly authorized
          and approved on behalf of BANCFIRST by all requisite corporate action.
          Provided the required approvals are obtained from the BANCFIRST
          shareholders, the Board and the Oklahoma Board, neither the execution
          and delivery of this Merger Agreement nor the consummation of the
          Merger will conflict with, result in the breach of, constitute a
          default under or accelerate the performance provided by the terms of
          any law, or any rule or regulation of any governmental agency or
          authority or any judgment, order or decree of any court, bank
          regulatory agency or other governmental agency to which BANCFIRST is
          subject, any contract, agreement or instrument to which BANCFIRST is a
          party or by which BANCFIRST is bound or committed, or the Certificate
          of Incorporation or By-laws of BANCFIRST, or constitute an event which
          with the lapse of time or action by a third party, could, to the best
          of the knowledge of BANCFIRST and its executive officers, after due
          inquiry, result in the default under any of the foregoing or result in
          the creation of any lien, charge or encumbrance upon any of the assets
          or properties of BANCFIRST or upon any of the stock of BANCFIRST or
          adversely affect the ability of BANCFIRST to consummate the
          transactions contemplated hereby, except, in the case of contracts,
          agreements or instruments, such defaults, conflicts or breaches which
          either (i) will be cured or waived prior to the Effective Time or (ii)
          if not so cured or waived would not, in the aggregate, have any
          BANCFIRST Material Adverse Effect.

     (e)  The reserve for possible loan and lease losses shown on the March 31,
          1998 Consolidated Balance Sheet of BANCFIRST is adequate in all
          material respects under the requirements of generally accepted
          accounting principles to provide for possible losses, net of
          recoveries relating to loans previously charged off, on loans
          outstanding (including, without limitation, accrued interest
          receivable) as of March 31, 1998.

     (f)  Except as disclosed in the financial statements referred to in Section
          13(b), there is no litigation, action, suit, investigation or
          proceeding pending or, to the best of the knowledge of BANCFIRST and
          its executive officers after due inquiry, overtly threatened against
          or

                                      A-16
<PAGE>
 
          affecting BANCFIRST or its subsidiaries or involving any of their
          respective properties or assets, at law or in equity, before any
          federal, state, municipal, local or other governmental authority,
          which is reasonably likely to be resolved adversely to the interest of
          BANCFIRST or its subsidiaries and, if so resolved, would have a
          BANCFIRST Material Adverse Effect or materially impair its ability to
          perform under this Merger Agreement, and to the best of the knowledge
          and belief of BANCFIRST and its executive officers after due inquiry,
          no one has reasonable or valid grounds on which it reasonably can be
          expected that anyone will assert or initiate any such litigation,
          action, suit, investigation or proceeding against BANCFIRST based upon
          the wrongful action or inaction of BANCFIRST or its subsidiaries or
          any of their respective officers, directors or employees.

     (g)  At the Effective Time and on such subsequent dates when the former
          shareholders of AMQUEST surrender their certificates formerly
          representing shares of AMQUEST Common for cancellation and exchange,
          the shares of BANCFIRST Common to be exchanged with former
          shareholders of AMQUEST will be duly authorized and validly issued by
          BANCFIRST and will be fully paid and nonassessable and subject to no
          pre-emptive rights.

     (h)  BANCFIRST and each of its subsidiaries have good and marketable title
          to all their respective assets and properties, whether real or
          personal, tangible or intangible, including without limitation the
          capital stock of its subsidiaries and all other assets and properties
          reflected in BANCFIRST's Balance Sheet as of March 31, 1998 or
          acquired subsequent thereto (except to the extent that such assets and
          properties have been disposed of for fair value in the ordinary course
          of business since March 31, 1998 ). Such assets and properties are
          subject to no liens, mortgages, security interests, encumbrances,
          pledges or charges of any kind, except (i) as noted in said Balance
          Sheet or the notes thereto; (ii) statutory liens for taxes not yet
          delinquent; (iii) landlord's liens; and (iv) minor defects and
          irregularities in title and encumbrances which do not materially
          impair the use thereof for the purposes for which they are held; and
          such liens, mortgages, security interests, encumbrances and charges do
          not, in the aggregate, have a BANCFIRST Material Adverse Effect.
          BANCFIRST and its subsidiaries as lessees have the unqualified right
          under valid and subsisting leases to occupy, use, possess and control
          all property leased by BANCFIRST and its subsidiaries. At the
          Effective Time all limitations affecting such properties will not, in
          the aggregate, have a BANCFIRST Material Adverse Effect.

                                      A-17
<PAGE>
 
     (i)  To the best of the knowledge of BANCFIRST and its executive officers
          after due inquiry, BANCFIRST and its subsidiaries have complied with
          all laws, regulations and orders applicable to them and to the conduct
          of their businesses, including without limitation all statutes, rules
          and regulations pertaining to the conduct of banking activities except
          for violations which, together with any penalty which results
          therefrom, have not had and will not have a BANCFIRST Material Adverse
          Effect. Neither BANCFIRST nor any of its subsidiaries is in default
          under, and no event has occurred which, to the best of the knowledge
          of BANCFIRST and its executive officers after due inquiry, is likely
          to result in a default under the terms of any judgment, decree, order,
          writ, rule or regulation of any governmental authority or court,
          whether federal, state or local and whether at law or in equity, in
          each case where the default has had or is likely to have a BANCFIRST
          Material Adverse Effect.

     (j)  BANCFIRST has not incurred and will not incur directly or indirectly
          any liability for brokerage, finders', agents' or investment bankers'
          fees or commissions in connection with this Merger Agreement or the
          transactions contemplated hereby.

     (k)  Each pension, stock bonus or purchase, profit-sharing, retirement,
          health and welfare plan maintained by or covering employees of
          BANCFIRST or any subsidiary of BANCFIRST (hereinafter referred to
          collectively as the "plans") which purports to be a qualified plan
          under Section 401(a) of the Internal Revenue Code is so qualified. All
          of the plans which constitute employee benefit or employee welfare
          benefit plans subject to the Employee Retirement Income Security Act
          of 1974, as amended ("ERISA"), have been maintained in compliance in
          all material respects with the applicable requirements of ERISA. All
          material notices, reports and other filings required under applicable
          law to be given or made to or with any governmental agency with
          respect to the plans have been timely filed or delivered. BANCFIRST
          and its executive officers, after due inquiry, have no knowledge
          either of any circumstances which would adversely affect the
          qualification of the plans or their compliance with the applicable
          requirements of ERISA, would result or have resulted in liability
          under Title IV of ERISA or of any "reportable event" (as such term is
          defined in Section 4043(b) of ERISA) or any "prohibited transaction"
          (as such term is defined in Section 406 of ERISA and Section 4975(c)
          of the Internal Revenue Code) which has occurred during the past five
          years and which could reasonably be expected to result in any material
          liability of BANCFIRST or any subsidiary to the Pension Benefit
          Guaranty Corporation (the "PBGC"), the Department of Treasury, the

                                      A-18
<PAGE>
 
          Department of Labor or any multiemployer plan. Those plans which are
          defined benefit plans within the meaning of ERISA meet the minimum
          funding standards set forth in the Internal Revenue Code and ERISA and
          the assets of such plans equal or exceed the actual present value of
          accrued benefits under such plans determined on the basis of the
          actuarial assumptions contained in the plan's most recent actuarial
          valuation. There are no pending or threatened claims (other than
          claims for benefits in the ordinary course), lawsuits or arbitrations
          which have been asserted or instituted against the plans, any
          fiduciaries thereof with respect to their duties to the plans or the
          assets of any of the trusts under any of the plans which could
          reasonably be expected to result in any material liability of
          BANCFIRST or any subsidiary to the PBGC, Department of Treasury,
          Department of Labor or any multiemployer plan.

     (l)  Except where the failure to file would not have a BANCFIRST Material
          Adverse Effect on BANCFIRST and its subsidiaries, BANCFIRST and/or its
          subsidiaries have duly filed all federal, state, county and local
          income, franchise, bank, excise, real and personal property and other
          tax returns and reports (including, but not limited to, those relating
          to social security, withholding, unemployment insurance, and
          occupation (sales) and use taxes and those filed on a consolidated,
          combined or unitary basis) required to have been filed by BANCFIRST or
          its subsidiaries up to the date hereof. All of the foregoing returns
          are true and correct in all material respects, and BANCFIRST and its
          subsidiaries have paid or, prior to the Effective Time, will pay all
          taxes, interest and penalties shown on such returns or reports as
          being due or (except to the extent the same are contested in good
          faith and, if material, summarized in the BANCFIRST Disclosure Letter)
          or claimed to be due to any federal, state, county, local or other
          taxing authority, and there is, and at the Effective Time will be, no
          basis for any additional claim or assessment which might have a
          BANCFIRST Material Adverse Effect, except for those being contested in
          good faith and summarized in the BANCFIRST Disclosure Letter.
          BANCFIRST and its subsidiaries have paid or made adequate provision in
          its financial statements or its books and records for all taxes
          payable in respect of all periods ending on or before the date hereof.
          BANCFIRST and its subsidiaries have, and at the Effective Time will
          have, no liability for any taxes, interest or penalties of any nature
          whatsoever, except for those taxes which may have arisen up to the
          Effective Time in the ordinary course of business and are properly
          accrued on the books of BANCFIRST as of the Effective Time or are
          being contested in good faith and have, if material, been summarized
          in the BANCFIRST Disclosure Letter.

                                      A-19
<PAGE>
 
     (m)  BANCFIRST has in effect insurance coverage with reputable insurers,
          which in respect of amounts, premiums, types and risks insured,
          constitutes reasonably adequate coverage against all risks customarily
          insured against by bank holding companies comparable in size and
          operation to BANCFIRST.

     (n)  Neither the Proxy Statement nor the related registration statement nor
          any amendment or supplement thereto that is filed with the SEC in
          connection with the transactions contemplated hereby (except for any
          information which has been or shall be supplied by AMQUEST for
          inclusion in the Proxy Statement and registration statement and is so
          included as so supplied) shall contain (in the case of information
          relating to the Proxy Statement, at the time it is mailed and in the
          case of information relating to the registration statement at the time
          it becomes effective and at the time of AMQUEST's shareholders'
          meeting) any untrue statement of a material fact or shall omit to
          state a material fact necessary to make the statements contained
          therein, in light of the circumstances in which they are made, not
          misleading. The registration statement and any amendments or
          supplements thereto that are filed with the SEC in connection with the
          transactions contemplated hereby will comply as to form in all
          material respects with the provisions of the 1933 Act and the rules
          and regulations promulgated thereunder.

     (o)  No employee of BANCFIRST or any of its subsidiaries is represented,
          for purposes of collective bargaining, by a labor organization of any
          type. BANCFIRST is unaware of any efforts during the past five years
          to unionize or organize any employees of BANCFIRST or any of its
          subsidiaries, and no claim related to such employees under the Fair
          Labor Standards Act, National Labor Relations Act, Civil Rights Act of
          1964, Walsh-Healy Act, Davis Bacon Act, Civil Rights Act of 1866, Age
          Discrimination in Employment Act, Equal Pay Act of 1963, Executive
          Order No. 11246, Federal Unemployment Tax Act, Vietnam Era Veterans
          Readjustment Act, Occupational Safety and Health Act, or any state or
          local employment related law, order, ordinance or regulation, no
          unfair labor practice, discrimination or wage-and-hour claim is
          pending or, to the best of knowledge of BANCFIRST and its executive
          officers after due inquiry, threatened against BANCFIRST or any of its
          subsidiaries which claim has had or is reasonably likely to have a
          BANCFIRST Material Adverse Effect.

                                      A-20
<PAGE>
 
     (p)  To the actual knowledge of BANCFIRST and its executive officers: (i)
          with respect to any contaminant, pollutant, hazardous substance,
          hazardous waste, hazardous pollutant, toxic pollutant, toxic waste or
          toxic substance ("Contaminant"), there are no material actions,
          proceedings or investigations pending or threatened before any federal
          or state environmental regulatory body, or before any federal or state
          court, alleging non-compliance with or liability in connection with,
          by BANCFIRST or any of its subsidiaries, the Comprehensive
          Environmental Response, Compensation and Liability Act, 42 U.S.C.
          (S)(S)9601 et seq. ("CERCLA:), the Resource Conservation and Recovery
          Act, 42 U.S.C. (S)(S)6901 et seq. ("RCRA:), the Clean Water Act, 33
          U.S.C. (S)(S)1251 et seq. ("CWA"), or the Clean Air Act, 42 U.S.C.
          (S)(S)7401 et seq. ("CAA"), as each is amended from time to time, or
          any other federal, state, local or municipal statute, ordinance or
          regulation, or order, ruling or other decision of any court,
          administrative agency or other governmental authority relating to
          health or safety or environmental protection (such statutes,
          ordinances, regulations, orders, rulings and decisions, together,
          "Environmental Laws"); (ii) neither BANCFIRST nor any of its
          subsidiaries is responsible in any material respect under any
          Environmental Law for any release by any person at or in the vicinity
          of real property of any Contaminant, including without limitation by
          spilling, leaking, pumping, pouring, emitting, emptying, discharging,
          injecting, escaping, leaching, dumping or disposing of any such
          Contaminant into the environment (collectively "Release"); (iii)
          neither BANCFIRST nor any of its subsidiaries is responsible for any
          material costs of any response action required by virtue of any
          Release of any Contaminant into the environment including, without
          limitation, costs arising from investigation, removal or remediation
          of Contaminants, security fencing, alternative water supplies,
          temporary evacuation and housing and other emergency assistance
          undertaken by any environmental regulatory body or any other person;
          (iv) BANCFIRST and its subsidiaries are, in all material respects, in
          compliance with all applicable Environmental Laws; and (v) no real
          property owned or used by BANCFIRST or any of its subsidiaries
          contains any Contaminant including, without limitation, any asbestos,
          PCBs or petroleum products or byproducts in any form, the presence,
          location or condition of which (a) is reasonably likely to require
          remediation or other corrective action pursuant to any Environmental
          Law in any material respect, or (b) otherwise would pose any
          significant health or safety risk unless remedial measures were taken.

                                      A-21
<PAGE>
 
     (q)  The statements made in the BANCFIRST Disclosure Letter and any
          attachments thereto shall be deemed to constitute representations and
          warranties of BANCFIRST under this Merger Agreement to the same extent
          as if herein set forth in full. Anything disclosed in the BANCFIRST
          Disclosure Letter or the attachments thereto shall be considered to
          have been disclosed for purposes of all representations, warranties
          and covenants under this Merger Agreement.

14.  Representations and Warranties of AMQUEST. AMQUEST represents and warrants
     -----------------------------------------
     to BANCFIRST that, except as shall be set forth in AMQUEST's disclosure
     letter dated May 6, 1998, and any attachments or schedules annexed
     thereto, and delivered to BANCFIRST not later than the time of BANCFIRST's
     execution of this Merger Agreement (the "AMQUEST Disclosure Letter"), and
     except as indicated below:

     (a)  AMQUEST is a corporation duly organized and validly existing in good
          standing under the laws of the State of Oklahoma, is a registered bank
          holding company under the Bank Holding Company Act of 1956, as
          amended, and is qualified to do business and is in good standing in
          the State of Oklahoma, together with all other jurisdictions where it
          is both required to so qualify and where the failure to so qualify
          would have a AMQUEST Material Adverse Effect, as hereinafter defined.
          An AMQUEST Material Adverse Effect is that which has or would have a
          material adverse effect on the business, operations, financial
          condition or results of operations of AMQUEST and the Subsidiaries
          taken as a whole, or on the ability of AMQUEST to consummate the
          transactions contemplated hereby. AMQUEST and the Subsidiaries each
          have full power and authority (including all licenses, franchises,
          permits and other governmental authorizations which are legally
          required) to engage in the businesses and activities now conducted by
          it. AMQUEST is not subject to any formal or informal agreement or
          understanding with, nor is it subject to any order of, any bank
          regulatory authority restricting or prohibiting or attempting to
          restrict or prohibit any activities or conduct of AMQUEST. Subject
          only to obtaining the required regulatory approvals and the approval
          of AMQUEST shareholders, AMQUEST is, and at all times after the date
          of this Merger Agreement to and including the Effective Time will be,
          authorized to effect the Merger under applicable law. As of March 31,
          1998, AMQUEST had authorized capital stock consisting of 6,000,000
          shares of AMQUEST Common, of which a total of 3,604,196 shares were
          issued and outstanding and 443,445 of which were shares of treasury
          stock owned by AMQUEST. All of the issued and outstanding shares of
          AMQUEST Common are duly authorized, validly issued, fully paid,

                                      A-22
<PAGE>
 
          nonassessable and subject to no pre-emptive rights. There are no
          outstanding options, warrants, stock appreciation rights or
          commitments of any kind related to AMQUEST's capital stock or the
          exchange of AMQUEST's capital stock except for outstanding stock
          options which have been granted related to the purchase of not more
          than 154,902 shares of AMQUEST Common.

     (b)  AMQUEST has furnished to BANCFIRST copies of the following financial
          statements relating to AMQUEST and the Subsidiaries on a consolidated
          basis: (i) the audited Consolidated Balance Sheet of AMQUEST as of
          December 31, 1996 and 1997, and the Consolidated Statements of Income,
          Stockholders' Equity and Cash Flows for the years then ended, together
          with the notes thereto, as audited by Arthur Andersen, L.L.P.,
          Certified Public Accountants; and (ii) the unaudited Consolidated
          Balance Sheet of AMQUEST as at March 31, 1998 and the unaudited
          Consolidated Statement of Income for the period then ended. Each of
          the aforementioned financial statements presents fairly, in accordance
          with generally accepted accounting principles (applied on a consistent
          basis except as disclosed in the footnotes thereto), the consolidated
          financial position and results of operations of AMQUEST as of the
          dates and for the periods therein set forth. Such financial statements
          do not, as of the dates thereof, include any material asset or omit
          any material liability, absolute or contingent, or other fact, the
          inclusion or omission of which renders such financial statements, in
          light of the circumstances under which they were made, misleading in
          any material respect. Since March 31, 1998, there has not been any
          change in the financial condition, results of operations or business
          of AMQUEST and the Subsidiaries that has had a AMQUEST Material
          Adverse Effect.

     (c)  Since December 31, 1994, AMQUEST and each of the Subsidiaries has
          filed all reports, registrations and statements, together with any
          required amendments thereto, that any of them was required to file
          with (i) the Board, (ii) the FDIC, (iii) OCC and (iv) any applicable
          state securities or banking authorities. All such reports and
          statements filed with any such regulatory body or authority are
          collectively referred to in this Merger Agreement as the "AMQUEST
          Reports." As of their respective dates, the AMQUEST Reports complied
          in all material respects with the respective rules and regulations
          promulgated by the Board, the FDIC, the OCC and state securities or
          banking authorities, and did not contain at the time filed any untrue
          statement of a material fact or omit to state a material fact required
          to be stated therein or necessary in order to make the statements
          therein, in light of the circumstances under which they were made, not
          misleading.

                                      A-23
<PAGE>
 
     (d)  The Board of Directors of AMQUEST has duly authorized the execution
          and delivery of this Merger Agreement and approved the Merger as
          contemplated by the Merger Agreement and, subject to the fiduciary
          duties of the Board of Directors, will recommend it to the AMQUEST
          shareholders for adoption. Subject to the approval by the shareholders
          of AMQUEST, this Merger Agreement constitutes the valid, legally
          binding and enforceable obligation of AMQUEST and AMQUEST has all
          requisite power and authority to enter into this Merger Agreement and
          AMQUEST has the authority to consummate the transactions contemplated
          hereby so that, provided all such shareholder and regulatory approvals
          are obtained, neither the execution and delivery of this Merger
          Agreement nor the consummation of the Merger will conflict with,
          result in the breach of, constitute a default under or accelerate the
          performance provided by the terms of any law, or any rule or
          regulation of any governmental agency or authority or any judgment,
          order or decree of any court, bank regulatory agency or other
          governmental agency to which AMQUEST is subject, any contract,
          agreement or instrument to which AMQUEST is a party or by which
          AMQUEST is bound or committed, or the Certificate of Incorporation or
          By-Laws of AMQUEST, or constitute an event which with the lapse of
          time or action by a third party, could, to the best of the knowledge
          of AMQUEST and its executive officers after due inquiry, result in the
          default under any of the foregoing or result in the creation of any
          lien, charge or encumbrance upon any of the assets or properties of
          AMQUEST or upon any of AMQUEST's capital stock; except, in the case of
          contracts, agreements or instruments, such defaults, conflicts or
          breaches which either (i) will be cured or waived prior to the
          Effective Time or (ii) if not so cured or waived would not, in the
          aggregate, have a AMQUEST Material Adverse Effect.

     (e)  The reserve for possible loan and lease losses shown on the March 31,
          1998 Consolidated Balance Sheet of AMQUEST is adequate in all material
          respects under the requirements of generally accepted accounting
          principles to provide for possible losses, net of recoveries relating
          to loans previously charged off, on loans outstanding (including,
          without limitation, accrued interest receivable) as of March 31, 1998.

     (f)  Except as disclosed in the financial statements referred to in Section
          14(b), there is no litigation, action, suit, investigation or
          proceeding pending or, to the best of the knowledge AMQUEST and its
          executive officers after due inquiry, overtly threatened, against or
          affecting AMQUEST or any of its Subsidiaries or involving any of their
          respective properties or assets, at law or in equity, before any
          federal, state, municipal, local or other

                                      A-24
<PAGE>
 
          governmental authority which is reasonably likely to be resolved
          adversely to the interest of AMQUEST or its Subsidiaries and, if so
          resolved, would have a AMQUEST Material Adverse Effect, and to the
          best of the knowledge and belief of AMQUEST and its executive officers
          after due inquiry, no one has reasonable or valid grounds on which it
          reasonably can be expected that anyone will assert or initiate any
          such litigation, action, suit, investigation or proceeding against
          AMQUEST based upon the wrongful action or inaction of AMQUEST or any
          of its Subsidiaries or any of their respective officers, directors or
          employees.

     (g)  AMQUEST and its Subsidiaries have good and marketable title to all
          their respective assets and properties, whether real or personal,
          tangible or intangible, including without limitation the capital stock
          of its Subsidiaries and all other assets and properties reflected in
          AMQUEST's Balance Sheet as of March 31, 1998 or acquired subsequent
          thereto (except to the extent that such assets and properties have
          been disposed of for fair value in the ordinary course of business
          since March 31, 1998). Such assets and properties are subject to no
          liens, mortgages, security interests, encumbrances, pledges or charges
          of any kind, except (i) as reflected in said Balance Sheet or the
          notes thereto; (ii) statutory liens for taxes not yet delinquent;
          (iii) landlord's liens; and (iv) minor defects and irregularities in
          title and encumbrances which do not materially impair the use thereof
          for the purposes for which they are held; and such liens, mortgages,
          security interests, encumbrances and charges do not, in the aggregate,
          have a AMQUEST Material Adverse Effect. AMQUEST and its Subsidiaries
          as lessee have the unqualified right under valid and subsisting leases
          to occupy, use, possess and control all property leased by AMQUEST and
          its Subsidiaries. At the Effective Time all limitations affecting such
          properties will not, in the aggregate, have a AMQUEST Material Adverse
          Effect.

     (h)  To the best of the knowledge of AMQUEST and its executive officers
          after due inquiry, AMQUEST and its Subsidiaries have complied with all
          laws, regulations and orders applicable to them and to the conduct of
          their businesses, including without limitation, all statutes, rules
          and regulations pertaining to the conduct of banking activities except
          for violations which together with any penalty which results therefrom
          have not had and will not have a AMQUEST Material Adverse Effect.
          Neither AMQUEST nor any of its Subsidiaries is in default under, and
          no event has occurred which, to the best of the knowledge of AMQUEST
          and its executive officers after due inquiry, is likely to result in
          the default under the terms of any judgment, decree, order, writ, rule
          or regulation of

                                      A-25
<PAGE>
 
          any governmental authority or court, whether federal, state or local
          and whether at law or in equity, in each case when the default has had
          or is likely to have a AMQUEST Material Adverse Effect.

     (i)  AMQUEST has not incurred and will not incur any liability for
          brokerage, finders', agents', or investment bankers' fees or
          commissions in connection with this Merger Agreement or the
          transactions contemplated hereby except for fees to Howe Barnes
          Investments, Inc. to be determined in accordance with the terms of
          that certain engagement letter dated January 27, 1998, which is
          annexed as an exhibit to the AMQUEST Disclosure Letter, which fees
          will be accrued as a liability of AMQUEST not later than the end of
          the month prior to the Effective Time.

     (j)  Except as set forth in the AMQUEST Document List (the "AMQUEST
          Document List") attached to the AMQUEST Disclosure Letter, neither
          AMQUEST nor any of its Subsidiaries is a party to or bound by any
          written or oral (i) employment or consulting contract which is not
          terminable by AMQUEST or its Subsidiaries on 60 days or less notice,
          (ii) employee bonus, deferred compensation, pension, stock bonus or
          purchase, profit-sharing, retirement or stock option plan, (iii) other
          employee benefit or welfare plan, or (iv) other executory material
          agreements as defined by the instructions to Exhibit 10 under Item 601
          of SEC Regulation S-K. All such pension, stock bonus, profit-sharing,
          retirement, health and welfare plans set forth in the AMQUEST Document
          List are hereinafter referred to collectively as the "Plans." Each of
          those Plans which purports to be a qualified plan under Section 401(a)
          of the Internal Revenue Code is so qualified and nothing has occurred,
          to the knowledge of AMQUEST and its executive officers, whether by
          action or the failure to act, which could reasonably be expected to
          result in the loss of such qualification. All of the plans which
          constitute employee pension benefit plans or employee welfare plans
          subject to ERISA have been maintained in compliance in all material
          respects with ERISA. All material notices, reports and other filings
          required under applicable law to be given or made to or with any
          governmental agency with respect to the plans have been timely filed
          or delivered. AMQUEST and its executive officers, after due inquiry,
          have no knowledge either of any circumstances which would adversely
          affect the qualification of the plans or their compliance with ERISA,
          would result or have resulted in liability under Title IV of ERISA or
          of any unreported "reportable event" (as such term is defined in
          Section 4043(b) of ERISA) or "prohibited transaction" (as such term is
          defined in Section 406 of ERISA and Section 4975(c) of the Internal
          Revenue

                                      A-26
<PAGE>
 
          Code) which has occurred during the past five years and which could
          reasonably be expected to result in any material liability of AMQUEST
          or any Subsidiary to the PBGC, the Department of Treasury, the
          Department of Labor or any multiemployer plan. Those plans which are
          defined benefit plans within the meaning of ERISA meet the minimum
          funding standards set forth in the Internal Revenue Code and ERISA and
          the assets of such plans equal or exceed the actual present value of
          accrued benefits under such plans as determined on the basis of the
          actuarial assumptions contained in the plan's most recent actuarial
          valuation. There are no pending or threatened claims (other than
          claims for benefits in the ordinary course and pursuant to domestic
          relations orders), lawsuits or arbitrations which have been asserted
          or instituted against the plans, any fiduciaries thereof with respect
          to their duties to the plans or the assets of any of the trusts under
          any of the plans which could reasonably be expected to result in any
          material liability of AMQUEST or any of its Subsidiaries to the PBGC,
          the Department of Treasury, the Department of Labor or any
          multiemployer plan.

     (k)  Except where the failure to file would not have a AMQUEST Material
          Adverse Effect on AMQUEST and its Subsidiaries, AMQUEST and/or its
          Subsidiaries have duly filed all federal, state, county and local
          income, franchise, bank, excise, real and personal property and other
          tax returns and reports (including, but not limited to, those relating
          to social security, withholding, unemployment insurance, and
          occupation (sales) and use taxes and those filed on a consolidated,
          combined or unitary basis) required to have been filed by AMQUEST or
          its Subsidiaries up to the date hereof. AMQUEST has made available to
          BANCFIRST a copy of its Federal income tax return for the years 1995
          and 1996 and agrees to provide a copy of its Federal income tax return
          for the year 1997 when the same becomes available. All of the
          foregoing returns are true and correct in all material respects, and
          AMQUEST and its Subsidiaries have paid or, prior to the Effective
          Time, will pay all taxes, interest and penalties shown on such returns
          or reports as being due or (except to the extent the same are
          contested in good faith and, if material, summarized in the AMQUEST
          Disclosure Letter) claimed to be due to any federal, state, county,
          local or other taxing authority, and there is, and at the Effective
          Time will be, no basis for any additional claim or assessment which
          might have a AMQUEST Material Adverse Effect, except for those being
          contested in good faith and summarized in the AMQUEST Disclosure
          Letter. AMQUEST and its Subsidiaries have paid or made adequate
          provision in its financial statements or its books and records for all
          taxes payable in respect of all periods ending on or before the date
          hereof. AMQUEST and its Subsidiaries have, and

                                      A-27
<PAGE>
 
          at the Effective Time will have, no liability for any taxes, interest
          or penalties of any nature whatsoever, except for those taxes which
          may have arisen up to the Effective Time in the ordinary course of
          business and are properly accrued on the books of AMQUEST as of the
          Effective Time or are being contested in good faith and have, if
          material, been summarized in the AMQUEST Disclosure Letter.

     (l)  AMQUEST has in effect insurance coverage with reputable insurers which
          in respect of amounts, premiums, types and risks insured, constitutes
          reasonably adequate coverage against all risks customarily insured
          against by bank holding companies comparable in size and operation to
          AMQUEST.

     (m)  AMQUEST has not, since March 31, 1998 to the date hereof, (i) sold or
          issued any corporate debt securities or sold, issued, reissued or
          increased its shares of its capital stock; (ii) granted any option for
          the purchase of capital stock other than with respect to existing
          stock option plans; (iii) declared or set aside or paid any dividend
          or other distribution in respect of its capital stock, except as
          permitted pursuant to Section 15(a) hereof or directly or indirectly,
          purchased, redeemed or otherwise acquired any shares of such stock;
          (iv) incurred any obligation or liability (absolute or contingent)
          except obligations or liabilities incurred in the ordinary course of
          business, or mortgaged, pledged or subjected to lien or encumbrance
          (other than landlord's liens and statutory liens for taxes not yet
          delinquent and banking transactions conducted in the ordinary course
          of business) on any of its material assets or properties; (v)
          discharged or satisfied any material lien or encumbrance or paid any
          material obligation or liability (absolute or contingent), other than
          liabilities included in AMQUEST's financial statements as of March 31,
          1998, liabilities incurred since the date thereof in the ordinary
          course of business and liabilities incurred in carrying out the
          transactions contemplated by this Merger Agreement; (vi) sold,
          exchanged or otherwise disposed of any material capital assets; (vii)
          made any extraordinary officers' salary increase or wage increase,
          entered into any employment contract with any officer or salaried
          employee or instituted any employee welfare, bonus, stock option,
          profit-sharing, retirement or similar plan or arrangement; (viii)
          suffered any damage, destruction or loss, whether or not covered by
          insurance, that has had a AMQUEST Material Adverse Effect or waived
          any rights of value which, in the aggregate, have had a AMQUEST
          Material Adverse Effect; (ix) entered or agreed to enter into any
          agreement or arrangement granting any preferential right to purchase
          any of its material assets, properties or rights or requiring the
          consent of any party to the transfer and

                                      A-28
<PAGE>
 
          assignment of any such material assets, properties or rights; or (x)
          entered into any other material transaction (other than in the
          ordinary course of business) except as expressly contemplated by this
          Merger Agreement.

     (n)  AMQUEST has annexed to the AMQUEST Disclosure Letter a loan schedule
          identifying certain loan agreements, notes and borrowing arrangements
          (the "AMQUEST Loan Schedule") between its Subsidiaries and borrowers
          of its Subsidiaries. Except as specifically noted on the AMQUEST Loan
          Schedule, no Subsidiary was, as of March 31, 1998, a party to any
          written or oral (i) loan agreement, note or borrowing arrangement,
          other than credit card loans and other loans the unpaid balance of
          which does not exceed $250,000 per loan, under the terms of which the
          obligor is over 60 days delinquent in payment of principal or interest
          or, to the best of AMQUEST's knowledge, in default of any other
          provision as of the dates shown thereon; (ii) loan agreement, note or
          borrowing arrangement which has been classified as "substandard,"
          "doubtful," "loss," "other loans especially mentioned" or any
          comparable classifications by AMQUEST, a Subsidiary or banking
          regulator; (iii) loan agreement, note, or borrowing arrangement,
          including any loan guaranty, with any director, executive officer or
          ten percent shareholder of AMQUEST or, to the actual knowledge of
          AMQUEST and its executive officers after due inquiry, any person,
          corporation or enterprise controlling, controlled by or under common
          control with any of the foregoing; or, (iv) to the best of the
          knowledge of AMQUEST and its executive officers after due inquiry,
          loan agreement, note or borrowing arrangement in violation of any law,
          regulation or rule of any governmental authority and which violation
          could, to the best of the knowledge of AMQUEST and its executive
          officers after due inquiry, have a AMQUEST Material Adverse Effect.

     (o)  None of the information provided by AMQUEST to BANCFIRST for inclusion
          in the Proxy Statement or related registration statement or any
          amendment or supplement thereto (to the extent so included as so
          provided) shall contain (in the case of information relating to the
          Proxy Statement, at the time it is mailed and in the case of
          information relating to the registration statement, at the time it
          becomes effective) any untrue statement of a material fact or shall
          omit to state a material fact necessary to make the statements
          contained therein, in light of the circumstances in which they are
          made, not misleading.

                                      A-29
<PAGE>
 
     (p)  Neither AMQUEST nor any Subsidiary is, as of the date hereof, a party
          to any material contract and/or any material credit agreement as
          obligor, maker, issuer or guarantor and which contract or agreement
          contains covenants which make the acquisition of AMQUEST or any
          Subsidiary by or merger with another entity a condition of default or
          acceleration.

     (q)  Attached hereto as Exhibit A is AMQUEST's Subsidiaries List which sets
                             ---------                                          
          forth the complete legal name of each Subsidiary, a designation of the
          laws under which each Subsidiary is incorporated and the activities
          conducted by each Subsidiary. Except as set forth in Exhibit A,
                                                               ---------
          AMQUEST has no subsidiaries. Each of the Subsidiaries is a
          corporation, limited liability company or similar entity duly
          organized and validly existing in good standing under the laws of the
          United States or the state of its incorporation or organization and
          has full power and authority (including all licenses, franchises,
          permits and other governmental authorizations which are legally
          required) to engage in the businesses and activities now conducted by
          it and is duly qualified to do business and is in good standing in all
          jurisdictions where the failure to so qualify (together with all such
          failures) would have a AMQUEST Material Adverse Effect. Except as may
          be set forth in Exhibit A, AMQUEST and/or one or more of its
                          ---------
          Subsidiaries owns beneficially and of record all the outstanding
          shares of capital stock of each Subsidiary, which stock is fully paid
          and non-assessable (except as provided in 12 U.S.C. (S)55 and similar
          state laws). Neither AMQUEST nor any of its Subsidiaries is a party to
          any partnership or joint venture or owns more than 5% of the equity or
          voting interest in any entity or enterprise.

     (r)  No employee of AMQUEST or any of its Subsidiaries is represented, for
          purposes of collective bargaining, by a labor organization of any
          type. AMQUEST is unaware of any efforts during the past five years to
          unionize or organize any employees of AMQUEST or any of its
          Subsidiaries, and no claim related to such employees under the Fair
          Labor Standards Act, National Labor Relations Act, Civil Rights Act of
          1964, Walsh-Healy Act, Davis Bacon Act, Civil Rights Act of 1866, Age
          Discrimination in Employment Act, Equal Pay Act of 1963, Executive
          Order No. 11246, Federal Unemployment Tax Act, Vietnam Era Veterans
          Readjustment Act, Occupational Safety and Health Act, or any state or
          local employment related law, order, ordinance or regulation, no
          unfair labor practice, discrimination or wage-and-hour claim is
          pending or, to the best of the knowledge of AMQUEST and its executive
          officers after due inquiry, threatened against AMQUEST

                                      A-30
<PAGE>
 
       or its Subsidiaries, which claim has had or is reasonably likely to have
       a AMQUEST Material Adverse Effect.

   (s) To the actual knowledge of AMQUEST and its executive officers:  (i) with
       respect to any Contaminant, there are no material actions, proceedings or
       investigations pending or threatened before any federal or state
       environmental regulatory body, or before any federal or state court,
       alleging non-compliance with or liability in connection with, by AMQUEST
       or any Subsidiary, CERCLA or any other Environmental Laws; (ii) neither
       AMQUEST nor any Subsidiary is responsible in any material respect under
       any Environmental Law for any Release by any person at or in the vicinity
       of any real property of any Contaminant, including without limitation by
       spilling, leaking, pumping, pouring, emitting, emptying, discharging,
       injecting, escaping, leaching, dumping or disposing of any such
       Contaminant into the environment; (iii) neither AMQUEST nor any
       Subsidiary is responsible for any material costs of any response action
       required by virtue of any Release of any Contaminant into the environment
       including, without limitation, costs arising from investigation, removal
       or remediation of Contaminants, security fencing, alternative water
       supplies, temporary evacuation and housing and other emergency assistance
       undertaken by any environmental regulatory body or any other person; (iv)
       AMQUEST and each Subsidiary is, in all material respects, in compliance
       with all applicable Environmental Laws; and (v) no real property owned or
       used by AMQUEST or any Subsidiary contains any Contaminant including,
       without limitation, any asbestos, PCBs or petroleum products or
       byproducts in any form, the presence, location or condition of which (a)
       is reasonably likely to require remediation or other corrective action
       pursuant to any Environmental Law in any material respect, or (b)
       otherwise would pose any significant health or safety risk unless
       remedial measures were taken.

   (t) The statements made in the AMQUEST Disclosure Letter and any attachments
       thereto shall be deemed to constitute representations and warranties of
       AMQUEST under this Merger Agreement to the same extent as if herein set
       forth in full.  Anything disclosed in the AMQUEST Disclosure Letter or
       the attachments thereto shall be considered to have been disclosed for
       purposes of all representations, warranties and covenants under this
       Merger Agreement.

                                      A-31
<PAGE>
 
15. Action by AMQUEST Pending Effective Time.  AMQUEST agrees that from the date
    ----------------------------------------                                    
    of this Merger Agreement until the earlier of the Effective Time or the time
    that this Merger Agreement is terminated, except as stated in AMQUEST's
    Disclosure Letter or except with prior written permission of BANCFIRST,
    which, in any case covered by Section 15(d) hereof, shall not be
    unreasonably withheld:

    (a) Beginning with the second quarter of 1998 and for each succeeding
        calendar quarter thereafter prior to the calendar quarter in which the
        Effective Time shall occur, AMQUEST

        (i)  will not declare or pay any dividends or make any distributions on
             shares of AMQUEST Common, except cash dividends of (A) $.04 per
             share for the second quarter of 1998 and (B) of not more than $.04
             per share for each quarter subsequent to the second quarter of
             1998; and

        (ii) except as hereinbelow provided, will not declare or pay any
             dividends or make any distributions in any amount on AMQUEST Common
             in the quarter in which the Effective Time shall occur and in which
             the shareholders of AMQUEST Common are entitled to receive regular
             quarterly dividends on the shares of BANCFIRST Common into which
             the shares of AMQUEST Common have been converted. It is the intent
             of this part (ii) to provide that the holders of AMQUEST Common
             will receive either the payment of cash dividends on their shares
             of AMQUEST Common or the payment of cash dividends as the holders
             of shares of BANCFIRST Common received in exchange for the shares
             of AMQUEST Common for the calendar quarter during which the
             Effective Time shall occur, but will not receive and will not
             become entitled to receive for the same calendar quarter both the
             payment of a cash dividend as shareholders of AMQUEST and the
             payment of a cash dividend as the holders of the shares of
             BANCFIRST Common received in exchange for the shares of AMQUEST
             Common. In the event that AMQUEST does not declare and pay cash
             dividends on its AMQUEST Common in a particular calendar quarter
             because of AMQUEST's reasonable expectation that the Effective Time
             would occur in said calendar quarter and the Effective Time does
             not in fact occur effective in said calendar quarter, then, as a
             result thereof, AMQUEST shall be entitled to declare and pay a cash
             dividend 

                                      A-32
<PAGE>
 
             (within the limitations of this Section 15) on said shares
             of AMQUEST Common for said calendar quarter as soon as reasonably
             practicable.

       The declaration of any dividends within the limitations of this paragraph
       shall remain within the discretion of the Board of Directors of AMQUEST.

   (b) AMQUEST will not issue, sell or grant any warrant, option, phantom stock
       option, stock appreciation right or commitment of any kind for or related
       to or acquire for value any shares of its capital stock or otherwise
       effect any change in connection with its equity capitalization except as
       related to the outstanding stock options which have been granted related
       to the purchase of not more than 154,902 shares of AMQUEST Common.

   (c) Except as otherwise set forth in or contemplated by this Merger
       Agreement, AMQUEST will carry on its businesses in substantially the same
       manner as heretofore, keep in full force and effect insurance comparable
       in amount and scope of coverage to that now maintained by it and use its
       reasonable best efforts to maintain and preserve its business
       organization intact.

   (d) Neither AMQUEST nor any Subsidiary will (i) enter into any new line of
       business or incur or agree to incur any obligation or liability except
       liabilities and obligations (including corporate debt issuances) incurred
       in the ordinary course of business, except as may be directed by any
       regulatory agency; (ii) except as may be directed by any regulatory
       agency, change its or its Subsidiaries' lending, investment, liability
       management and other material banking policies in any material respect;
       (iii) except in the ordinary course of business and consistent with prior
       practice, grant any general or uniform increase in the rates of pay of
       employees; (iv) establish any new employee benefit plan or amend any
       existing plan (except as required by law) so as to increase by any
       significant amount the benefits payable thereunder; (v) sell any assets
       except in the ordinary course of business and in an aggregate amount not
       exceeding $50,000; (vi) incur or commit to any capital expenditures other
       than in the ordinary course of business (which will in no event include
       the establishment of new branches or any other facilities or any capital
       expenditures in excess of $100,000 for any individual project for any
       purpose); or (vii) merge into, consolidate with or permit any other
       corporation to be merged or consolidated with it or any Subsidiary or
       acquire outside of the ordinary course of business part of or all the
       assets or stock of any other corporation or person.

                                      A-33
<PAGE>
 
    (e) AMQUEST will not change its or its Subsidiaries' methods of accounting
        in effect at December 31, 1997, except as required by changes in
        generally accepted accounting principles as concurred in by Arthur
        Andersen, L.L.P. or change any of its methods of reporting income and
        deductions for Federal income tax purposes from those employed in the
        preparation of AMQUEST's Federal income tax returns for the taxable
        years ending December 31, 1996 and 1997, except as required by changes
        in law or regulation.

    (f) To the extent permitted by law, AMQUEST will afford BANCFIRST, its
        officers and other authorized representatives, such access to all books,
        records, bank examination reports, tax returns, leases, contracts and
        documents of AMQUEST and its Subsidiaries and will furnish to BANCFIRST
        such information with respect to the assets and business of AMQUEST and
        its Subsidiaries as BANCFIRST may from time to time reasonably request
        in connection with this Merger Agreement and the transactions
        contemplated hereby.

    (g) AMQUEST will promptly advise BANCFIRST in writing of all material
        corporate actions taken by the directors and shareholders of AMQUEST,
        furnish BANCFIRST with copies of all monthly and other interim financial
        statements of AMQUEST as they become available, and keep BANCFIRST fully
        informed concerning all trends and developments which in the opinion of
        AMQUEST may have a AMQUEST Material Adverse Effect.

    (h) AMQUEST will notify BANCFIRST prior to the origination of any new loan
        or an advance on an existing loan of $1,000,000 or greater.

16. Action by BANCFIRST Pending Effective Time.  BANCFIRST agrees that from the
    ------------------------------------------                                 
    date of this Agreement until the earlier of the Effective Time, or the time
    that this Merger Agreement is terminated, except as stated in BANCFIRST's
    Disclosure Letter or except with prior written permission of AMQUEST, which,
    in any case covered by Section 16(d) hereof shall not be unreasonably
    withheld:

    (a) BANCFIRST will not adopt or implement any amendment to its Certificate
        of Incorporation, except for the purpose of increasing authorized shares
        of BANCFIRST Common, or any plan of consolidation, merger or
        reorganization which would affect in 

                                      A-34
<PAGE>
 
        any manner the terms and provisions of the shares of BANCFIRST Common or
        the rights of the holders of such shares or reclassify any of the
        BANCFIRST Common.

    (b) Except as otherwise set forth in or contemplated by this Merger
        Agreement, BANCFIRST will carry on its businesses in substantially the
        same manner as heretofore, keep in full force and effect insurance
        comparable in amount and scope of coverage to that now maintained by it
        and use its reasonable best efforts to maintain and preserve its
        business organization intact.

    (c) BANCFIRST will not change its methods of accounting in effect at
        December 31, 1997, except as required by changes in generally accepted
        accounting principles as concurred in with Coopers & Lybrand, L.L.P., ,
        its independent auditors, or change any of its methods of reporting
        income and deductions for Federal income tax purposes from those
        employed in the preparation of the Federal income tax returns of
        BANCFIRST for the taxable years ending December 31, 1996 and 1997,
        except as required by changes in law or regulation.

    (d) BANCFIRST will not, and will cause its subsidiaries not to, make or
        agree to make any acquisition, or take any other action, that adversely
        affects its ability to consummate the transactions contemplated by this
        Merger Agreement and will otherwise continue to conduct its business
        operations and will cause the operations of its subsidiaries to be
        conducted in a manner consistent with past operating practices. For
        purposes of this provision, it is understood and agreed that any
        acquisition, merger, consolidation or reorganization which involves the
        creation of not more than $3 million in intangible assets on the books
        of BANCFIRST or which involves the acquisition of not more than $100
        million in total assets shall be deemed to be consistent with past
        operating practices.

    (e) To the extent permitted by law, BANCFIRST will afford AMQUEST, its
        officers and other authorized representatives, such access to all books,
        records, bank examination reports, tax returns, leases, contracts and
        documents of BANCFIRST and its Subsidiaries and will furnish to AMQUEST
        such information with respect to the assets and business of BANCFIRST
        and its Subsidiaries as AMQUEST may from time to time reasonably request
        in connection with this Merger Agreement and the transactions
        contemplated hereby.

                                      A-35
<PAGE>
 
    (f) BANCFIRST will promptly advise AMQUEST in writing of all material
        corporate actions taken by the directors and shareholders of BANCFIRST,
        furnish AMQUEST with copies of all monthly and other interim financial
        statements of BANCFIRST as they become available, and keep AMQUEST fully
        informed concerning all trends and developments which in the opinion of
        BANCFIRST may have a BANCFIRST Material Adverse Effect.

17. Conditions to Obligations of BANCFIRST.  The obligations of BANCFIRST to
    --------------------------------------                                  
    effect the Merger are subject, unless waived by BANCFIRST, to the
    satisfaction of the following conditions on or prior to the Effective Time:

    (a) There shall not have been any change in the consolidated financial
        condition, aggregate net assets, shareholders' equity, business or
        operating results of AMQUEST and its Subsidiaries, taken as a whole,
        from March 31, 1998 to the Effective Time that has had a AMQUEST
        Material Adverse Effect.

    (b) AMQUEST shall not have paid cash dividends from March 31, 1998 to the
        Effective Time except as permitted under this Merger Agreement.

    (c) All representations by AMQUEST contained in this Merger Agreement shall
        be true at, or as of, the Effective Time as though such representations
        were made at and as of said date, except for (i) changes contemplated by
        the Merger Agreement, (ii) representations as of a specified time other
        than the Effective Time, which shall be true at such specified time
        (provided, however, that the representation of AMQUEST contained in
        Section 14(e) shall be true in all material respects as applied to the
        Balance Sheet of AMQUEST included in the most recently available
        quarterly or annual report to AMQUEST shareholders and/or AMQUEST's most
        recent publicly filed report to the Board prior to the Effective Time
        and the allowance for possible loan losses included therein, as though
        each reference to "March 31, 1998" in such Section were a reference to
        the last day of the calendar quarter of such report or form), and (iii)
        inaccuracies or breaches which do not, individually or in the aggregate,
        have a AMQUEST Material Adverse Effect.

    (d) BANCFIRST shall have received the opinion of legal counsel for AMQUEST,
        dated as of the Effective Time, substantially to the effect set forth in
        Exhibit C hereto, together with a copy of the Certificate of
        Incorporation, as amended, of AMQUEST certified by the Secretary of
        State of Oklahoma and Certificates of Good Standing dated as of a date
        not

                                      A-36
<PAGE>
 
        more than 20 days prior to the Effective Time from the Secretary of
        State of the State of Oklahoma or the OCC, as appropriate, for each
        Bank.

    (e) AMQUEST shall have fulfilled and satisfied, in all material respects,
        all agreements and conditions required by this Merger Agreement to be
        fulfilled and satisfied by it at or prior to the Effective Time.

    (f) As of the close of the month immediately preceding the Effective Time,
        and at the Effective Time, AMQUEST will have a minimum stockholders'
        equity determined in accordance with generally accepted accounting
        principles as shown on the following table:
<TABLE>
<CAPTION>
 
<S>                                   <C>
                August 31, 1998       $54,160,882
                September 30, 1998    $54,650,741
                October 31, 1998      $55,140,600
                November 30, 1998     $55,630,459
</TABLE>

    The above amounts are exclusive of:

        (i)   any increase in stockholders' equity as a result of exercise of
              stock options;

        (ii)  additional compensation, if any, offered by BANCFIRST prior to
              closing to employees of AMQUEST in order to induce them to remain
              with BANCFIRST, subsequent to the Effective Time;

        (iii) any other expenses or adjustments otherwise mutually agreed by the
              parties, including expenses relating to premises;

        (iv)  the change in unrealized gains or losses subsequent to March 31,
              1998, with respect to available for sale securities or any
              realized gains on sales of securities. Realized losses on sales of
              securities shall be excluded for transactions approved by
              BANCFIRST;and

        (v)   any loss not exceeding $150,000 incurred by AMQUEST in the sale of
              its Cache, Oklahoma, branch.

                                      A-37
<PAGE>
 
    In the event that the minimum stockholders' equity is below the specified
    amount on the respective date, the total number of BANCFIRST shares to be
    issued of 2,625,000 shall be reduced by an amount equal to the deficiency
    divided by $40, and the exchange ratio shall be adjusted accordingly.

    (g)  The reserve for loan losses of AMQUEST shall be not less than .90% of
         gross loans.

    (h)  The total number of shares of AMQUEST Common issued and outstanding
         (not including treasury shares held by AMQUEST), including the total
         number of shares of AMQUEST Common related to outstanding and
         unexercised options related to AMQUEST Common, shall not be more than
         3,315,653 shares.

    (i)  AMQUEST shall have furnished BANCFIRST certificates, signed on its
         behalf by its Chairman or President and its Secretary or an Assistant
         Secretary and dated as of the Effective Time, certifying as to the form
         of and adoption of resolutions of its Board and shareholders approving
         the Merger Agreement and the Merger, respectively, and to the effect
         that the conditions described in Paragraphs (a), (b), (c), (f), (g),
         and (h) of this Section 17 have been fully satisfied.

18. Conditions to Obligations of AMQUEST.  The obligations of AMQUEST to effect
    ------------------------------------                                       
    the Merger are subject, unless waived by AMQUEST, to the satisfaction on or
    prior to the Effective Time of the following conditions:

    (a)  There shall not have been any change in the consolidated financial
         condition, aggregate net assets, shareholders' equity, business, or
         operating results of BANCFIRST and its subsidiaries, taken as a whole,
         from March 31, 1998 to the Effective Time that has had a BANCFIRST
         Material Adverse Effect.

    (b)  All representations by BANCFIRST contained in this Merger Agreement
         shall be true at, or as of, the Effective Time as though such
         representations were made at and as of said date, except for changes
         (i) contemplated by this Merger Agreement, (ii) representations as of a
         specified time other than the Effective Time, which shall be true in
         all material respects at such specified time (provided, however, that
         the representation of BANCFIRST contained in Section 13(e) shall be
         true in all material respects as applied to the Balance Sheet of
         BANCFIRST included in the most recently available quarterly or 

                                      A-38
<PAGE>
 
         annual report to BANCFIRST's shareholders and/or BANCFIRST's most
         recently filed report to the SEC on Form 10-Q or Form 10-K prior to the
         Effective Time and the reserve for possible loan and lease losses
         included therein, as though each reference to "March 31, 1998" in such
         Section were a reference to the last day of the calendar quarter of
         such report or form), and (iii) inaccuracies or breaches which do not,
         individually or in the aggregate, have a BANCFIRST Material Adverse
         Effect.

    (c)  AMQUEST shall have received the opinion of counsel for BANCFIRST, (i)
         on and dated the date on which the registration statement described in
         Section 10(d) of this Merger Agreement shall have become effective as
         described in Section 20(b) of this Merger Agreement substantially to
         the effect of paragraphs numbered 5, 6 and 7 of Exhibit D hereto and
                                                         ---------
         (ii) on and dated as of the Effective Time substantially to the effect
         set forth in Exhibit D hereto, together with a copy of the Certificate
                      ---------
         of Incorporation of BANCFIRST certified by the Secretary of State of
         the State of Oklahoma and, as AMQUEST shall reasonably require,
         Certificate of Good Standing of BANCFIRST dated as of a date not more
         than 20 days prior to the day of the Effective Time from the Secretary
         of State of the State of Oklahoma, and copies of the By-laws of
         BANCFIRST.

    (d)  BANCFIRST shall have fulfilled and satisfied, in all material respects,
         all agreements and conditions required by this Merger Agreement to be
         fulfilled and satisfied by it at or prior to the Effective Time.

    (e)  BANCFIRST shall have furnished AMQUEST a certificate, signed on its
         behalf by its Chairman, President, Senior Executive Vice President or
         an Executive Vice President and by its Secretary or Assistant Secretary
         and dated as of the Effective Time certifying as to the form of and
         adoption of the resolution of its Board and shareholders approving the
         Merger Agreement and the Merger, and to the effect that the conditions
         described in Paragraphs (a), (b), (d), and (e) of this Section 18 have
         been fully satisfied as to it.

    (f)  As of the close of the most recent calendar quarter (or if the
         Effective Time shall occur within 20 days following the close of a
         calendar quarter, then as of the close of the next preceding calendar
         quarter) cumulative earnings per share of BANCFIRST Common reported by
         BANCFIRST for calendar quarters beginning with the second quarter of
         1998 through the most recent calendar quarter as defined above, shall
         be greater than or equal to the amount calculated by multiplying (x)
         $.62 by (y) the number of full calendar 

                                      A-39
<PAGE>
 
         quarters which have passed since March 31, 1998 and for which earnings
         per share of BANCFIRST Common have been reported as of such date, times
         (z) 0.9. As used in this Section, "reported" means reported on
         BANCFIRST's quarterly financial statements prepared in accordance with
         generally accepted accounting principles applied on a basis consistent
         with BANCFIRST's financial statements for the year ended December 31,
         1997, as included in BANCFIRST's report to the SEC on Form 10-K.

19. Conditions to Obligations of All Parties.  In addition to the provisions of
    ----------------------------------------                                   
    Sections 17 and 18 hereof, the obligations of BANCFIRST and AMQUEST to
    effect the Merger shall be subject to the satisfaction of the following
    conditions on or prior to the Effective Time:

    (a)  The parties hereto shall have received all necessary approvals of
         governmental agencies and authorities of the transactions contemplated
         by this Merger Agreement and each of such approvals shall remain in
         full force and effect at the Effective Time. BANCFIRST shall notify
         AMQUEST promptly upon receipt of all necessary governmental approvals.
         At the Effective Time, (i) no party hereto shall be subject to any
         order, decree or injunction of a court or governmental agency of
         competent jurisdiction which enjoins or prohibits the consummation of
         the Merger; and (ii) no statute, rule, regulation, order, injunction or
         decree shall have been enacted, entered, promulgated or enforced by any
         governmental authority which prohibits or makes illegal consummation of
         the Merger.

    (b)  The registration statement required to be filed by BANCFIRST pursuant
         to Section 10(d) of this Merger Agreement shall have become effective
         by an order of the SEC, the shares of BANCFIRST Common to be exchanged
         in the Merger shall have been qualified or exempted under all
         applicable state securities laws, and there shall have been no stop
         order issued and in effect or threatened by the SEC that suspends or
         would suspend the effectiveness of the registration statement, and no
         proceeding by the SEC shall have been commenced, pending or overtly
         threatened for such purpose and the BANCFIRST Common to be issued in
         the Merger will be authorized for trading.

    (c)  This Merger Agreement shall have been duly approved and adopted by the
         requisite affirmative vote of the shareholders of AMQUEST and
         BANCFIRST.

    (d)  Crowe and Dunlevy shall have issued its written opinion, dated as of
         the date of the Effective Time, satisfactory to AMQUEST and BANCFIRST,
         respectively, substantially

                                      A-40
<PAGE>
 
          to the effect set forth in clauses (a) through (e) of Section 12 of
          this Merger Agreement and there shall exist as of, at or immediately
          prior to the Effective Time, no facts or circumstances which would
          render such opinion inapplicable in any respect to the transactions to
          be consummated hereunder.

     (e)  The aggregate of (i) the fractional share interests of BANCFIRST
          Common to be paid in cash pursuant to Section 7(c), and (ii) the
          shares of BANCFIRST Common to which holders of AMQUEST Common would
          have been entitled as of the Effective Time but who, as of the
          Effective Time, have taken steps to perfect their rights as dissenting
          shareholders pursuant to the provisions of applicable law, shall not
          be more than 10% of the maximum aggregate number of shares of
          BANCFIRST Common which could be issued as a result of the Merger,
          provided, however, that "tainted" shares held as treasury stock by
          AMQUEST shall be regarded as dissenting shares for purposes of such
          computation.

     (f)  The registration statement filed by BANCFIRST with the SEC registering
          the shares of BANCFIRST Common reserved for issuance pursuant to the
          exercise of options on BANCFIRST Common pursuant to the AMQUEST
          Options shall have become effective pursuant to rules and regulations
          of the SEC and shall have been qualified or exempted under all
          applicable state securities laws, and there shall have been no stop
          order issued and in effect or threatened by the SEC that suspends or
          would suspend the effectiveness of such registration and no proceeding
          by the SEC shall have been commenced, pending or overtly threatened
          for such purpose.

     (g)  The Merger shall qualify as a pooling of interests in accordance with
          APB 16 and all rules, regulations and policies of the SEC.

20.  Indemnification.
     --------------- 

     (a)  In the event of any threatened or actual claim, action, suit,
          proceeding or investigation, whether formal or informal and whether
          civil, administrative or criminal, including, without limitation, any
          such claim, action, suit, proceeding or investigation pursuant to
          which any person who is now, or has been at any time prior to the date
          hereof, or who becomes prior to the Effective Time, a director,
          officer, employee, fiduciary or agent of AMQUEST or any of its
          Subsidiaries (the "Indemnified Parties") is, or is threatened to be,

                                      A-41
<PAGE>
 
          made a party or a witness, based in whole or in part on, or arising in
          whole or in part out of, or pertaining to, this Merger Agreement or
          any of the transactions contemplated hereby (a "Merger Related
          Event"), whether in any case asserted or arising before or after the
          Effective Time, the parties hereto agree to cooperate and use their
          reasonable best efforts to defend against and respond to such claim,
          action, suit, proceedings or investigation. With respect to any Merger
          Related Event, and conditioned upon the Merger becoming effective,
          BANCFIRST shall indemnify, defend and hold harmless, as and to the
          fullest extent permitted by applicable law, each Indemnified Party
          against any and all losses, claims, damages, liabilities, costs,
          expenses (including attorneys' fees and expenses), judgments and
          fines, and amounts paid in settlement, in connection with any such
          threatened or actual claim, action, suit, proceedings or
          investigation; provided, however, that BANCFIRST shall not be liable
          for any settlement effected without its prior written consent (which
          consent shall not be unreasonably withheld). In the event of any such
          threatened or actual claim, action, suit, proceedings or investigation
          (whether asserted or arising before or after the Effective Time), (i)
          BANCFIRST shall pay expenses (including attorney's fees and expenses)
          in advance of the final disposition of any claim, suit, proceedings or
          investigation to each Indemnified Party to the fullest extent
          permitted by applicable law, and (ii) BANCFIRST shall use its
          reasonable best efforts to vigorously defend any such matter;
          provided, however, that BANCFIRST's obligations as herein set forth
          shall not apply to any losses, claims, damages, liabilities, costs,
          expenses, judgments, fines and amounts paid in settlement by any
          Indemnified Party involving the fraud, bad faith and/or reckless
          disregard of such Indemnified Party or related to any threatened or
          actual claim, action, suit, proceedings or investigation brought by
          BANCFIRST against any Indemnified Party. Any Indemnified Party wishing
          to claim indemnification and defense under this Section 20(a) shall,
          upon the earlier to occur of (A) receiving actual notice of any such
          claim, action, suit, proceeding or investigation, (B) otherwise
          learning of such claim, action, suit, proceeding or investigation or
          (C) receiving other information which would give a reasonably prudent
          person reason to believe that such a claim, action, suit, proceeding
          or investigation had or might be brought, notify BANCFIRST thereof as
          soon as reasonably practicable thereafter. BANCFIRST's obligations
          pursuant to this Section 20(a) are conditioned upon (A) BANCFIRST
          being given the right to control and direct the investigation, defense
          and/or settlement of each such matter; provided, however, that
          BANCFIRST will endeavor to consult with the Indemnified Party and to
          take the views of such Indemnified Party into consideration in
          effecting any settlement and BANCFIRST will not enter into any such
          settlement without the consent of the

                                      A-42
<PAGE>
 
          Indemnified Party (which consent shall not be unreasonably withheld)
          unless the settlement results in the complete release of the
          Indemnified Party from any further liability with respect to the
          Merger Related Event aspects of any such claim, (B) the Indemnified
          Party having reasonably cooperated with BANCFIRST in connection
          therewith, and (C) the BANCFIRST being given prompt written notice of
          any such claim, action, suit, proceeding or investigation; provided,
          however, that the failure to so notify shall not affect the
          obligations of BANCFIRST unless BANCFIRST is prejudiced thereby.

     (b)  To the extent not prohibited by applicable law, BANCFIRST shall insure
          that all rights to indemnification and defense and all limitations of
          liability existing in favor of the Indemnified Parties as provided in
          AMQUEST's Certificate of Incorporation and By-laws or similar
          governing documents of any of its Subsidiaries or indemnification
          agreements, as in effect as of December 31, 1997, or as otherwise
          provided for or allowed under applicable law as in effect as of the
          date hereof or as such law is amended at a time prior to the Effective
          Time, with respect to claims or liabilities arising from facts or
          events existing or occurring prior to the Effective Time, shall
          survive the Merger and shall continue in full force and effect,
          without any amendment thereto, for a period of six (6) years from the
          Effective Time; provided, however, that all rights to indemnification
          in respect of any claim asserted or made within such period shall
          continue until the final disposition of such claim.

     (c)  In connection with any obligation of BANCFIRST to indemnify any
          Indemnified Party pursuant to Section 20(a) or (b), any determination
          required to be made with respect to whether an Indemnified Party's
          conduct complies with the standards set forth in Section 20(a), above,
          or under Oklahoma law and the Certificate of Incorporation or By-Laws
          of AMQUEST shall be made by independent counsel (which shall not be
          counsel that provides material services to BANCFIRST) selected by
          BANCFIRST and reasonably acceptable to the Indemnified Party; and
          provided, further, that, in making such determination, BANCFIRST shall
          have the burden to demonstrate that the Indemnified Party's conduct
          failed to comply with such standard.

     (d)  From and after the Effective Time, persons who, immediately prior to
          the Effective Time, served as the directors, officers and employees of
          AMQUEST and its Subsidiaries, who, following the Effective Time,
          continue as directors, officers and/or employees of the Surviving
          Corporation or one of its subsidiaries, shall have indemnification and
          defense

                                      A-43
<PAGE>
 
          rights having prospective application only, except, however, for the
          indemnification and defense rights set forth in paragraphs (a), (b)
          and (c) of this Section 20. These prospective indemnification and
          defense rights shall consist of (i) such rights to which directors,
          officers and employees are entitled under the provisions of the
          Certificate of Incorporation, By-laws or similar governing documents
          of the Surviving Corporation and its subsidiaries, as applicable, as
          in effect from time to time after the Effective Time, as applicable,
          and provisions of applicable law as in effect from time to time after
          the Effective Time and (ii) those indemnification and defense rights
          set forth in agreements, if any, between BANCFIRST and the directors
          and executive officers of the Surviving Corporation and its
          Subsidiaries. Such agreements, if any, which shall be executed as soon
          as practicable following the Effective Time, shall provide certain
          indemnification and defense rights that are comparable to those
          provided to directors, officers and employees of BANCFIRST and its
          subsidiaries generally, but which rights may be greater or lesser than
          the indemnification and defense rights available in clause (i) above.

     (e)  The obligations of BANCFIRST provided under paragraphs (a), (b) and
          (c) of this Section 20 are intended to benefit, and be enforceable
          against BANCFIRST directly by the Indemnified Parties, and shall be
          binding on all respective successors and permitted assigns of
          BANCFIRST.

     (f)  In the event BANCFIRST or any of its successors or assigns (i)
          consolidates with or merges into any other person and shall not be the
          continuing or surviving corporation or entity of such consolidation or
          merger, or (ii) transfers or conveys all or substantially all of its
          properties and assets to any person, then, and in each such case,
          proper provision shall be made so that the successors and assigns of
          BANCFIRST as the case may be, assume the obligations set forth in this
          Section 20.

     (g)  The provisions of this Section 20 are intended for the benefit of, and
          shall be enforceable by, each Indemnified Party and his or her heirs
          and representatives. BANCFIRST shall pay all reasonable costs,
          including attorneys fees, that may be incurred by any Indemnified
          Party in successfully enforcing the indemnity and other obligations
          provided for in this Section 20. The rights of each Indemnified Party
          hereunder shall be in addition to any other rights such Indemnified
          Party may have under applicable law.

                                      A-44
<PAGE>
 
21.  Non-Survival of Representations and Warranties. The respective
     ----------------------------------------------                
     representations and warranties of AMQUEST and BANCFIRST contained in this
     Merger Agreement shall not survive the Effective Time.

22.  Governing Law.  This Merger Agreement shall be construed and interpreted
     -------------                                                           
     according to the applicable laws of the State of Oklahoma.

23.  Assignment.  This Merger Agreement and all of the provisions hereof shall
     ----------   
     be binding upon and inure to the benefit of the parties hereto and their
     respective successors and permitted assigns, but neither this Merger
     Agreement nor any of the rights, interests, or obligations hereunder shall
     be assigned by any of the parties hereto without the prior written consent
     of the other parties.

24.  Satisfaction of Conditions; Termination.
     --------------------------------------- 

     (a)  BANCFIRST agrees to use its reasonable best efforts to obtain
          satisfaction of the conditions of this Merger Agreement insofar as
          they relate to BANCFIRST, and AMQUEST agrees to use its reasonable
          best efforts, subject to the fiduciary duties of the Board of
          Directors of AMQUEST, to obtain the satisfaction of the conditions of
          this Merger Agreement insofar as they relate to AMQUEST, in each case,
          as soon as possible.

     (b)  This Merger Agreement may be terminated at any time prior to the
          Effective Time, whether before or after approval of the Merger by the
          shareholders of BANCFIRST or by AMQUEST's shareholders, upon the
          occurrence of any of the following by written notice from BANCFIRST to
          AMQUEST (authorized by the Board of Directors or executive officers of
          BANCFIRST), or by written notice from AMQUEST to BANCFIRST (authorized
          by the Board of Directors of AMQUEST), as the case may be:

          (i)     If any material condition to the obligations of BANCFIRST set
                  forth in Section 17 or 19 is not substantially satisfied at
                  the time or times contemplated thereby and such condition is
                  not waived by BANCFIRST or if any material condition to the
                  obligations of AMQUEST as set forth in Section 18 or 19 is not
                  substantially satisfied at the time or times contemplated
                  thereby and such condition is not waived by AMQUEST. Each
                  party's right to terminate under this Section 24 (b)(i) shall
                  relate only to conditions to that party's obligations;

                                      A-45
<PAGE>
 
          (ii)    In the event of a material breach by the other of any
                  representation, warranty, condition or agreement contained in
                  this Merger Agreement that is not cured within 30 days of the
                  time that written notice of such breach is received by such
                  other party from the party giving notice; or

          (iii)   If the Merger shall not have been consummated on or before
                  November 30, 1998.

     (c)  In the event that BANCFIRST's investigation and review of AMQUEST
          discloses matters which BANCFIRST in good faith believes to be either
          (i) inconsistent in any material respect with any of the
          representations and warranties of AMQUEST contained in this Merger
          Agreement or (ii), in the reasonable judgment of the Board of
          Directors of BANCFIRST, to be either (x) of such significance as to
          materially and adversely affect the financial condition or the results
          of operations of AMQUEST and its Subsidiaries on a consolidated basis
          or (y) deviate materially and adversely from AMQUEST's financial
          statements for the three months ended March 31, 1998, BANCFIRST may
          elect to terminate this Merger Agreement by giving written notice of
          termination to AMQUEST within twenty days following the date of this
          Merger Agreement.

     (d)  In the event that AMQUEST's investigation and review of BANCFIRST
          discloses matters which AMQUEST in good faith believes to be either
          (i) inconsistent in any material respect with any of the
          representations and warranties of BANCFIRST contained in this Merger
          Agreement or (ii), in the reasonable judgment of the Board of
          Directors of AMQUEST, to be either (x) of such significance as to
          materially and adversely affect the financial condition or the results
          of operations of BANCFIRST and its Subsidiaries on a consolidated
          basis or (y) deviate materially and adversely from BANCFIRST's
          financial statements for the three months ended March 31, 1998,
          AMQUEST may elect to terminate this Merger Agreement by giving written
          notice of termination to BANCFIRST within twenty days following the
          date of this Merger Agreement.

     (e)  This Merger Agreement may be terminated and abandoned (whether before
          or after approval of the Merger by the shareholders of BANCFIRST or by
          AMQUEST's shareholders) by mutual written consent of AMQUEST and
          BANCFIRST authorized by the respective Boards of Directors of AMQUEST
          and BANCFIRST.

                                      A-46
<PAGE>
 
     (f)  AMQUEST shall have the right to terminate this Merger Agreement in the
          event that the shareholders' equity of AMQUEST as specified in Section
          17(f) as of the end of the month immediately preceding the Effective
          Time is lower than the specified shareholders' equity figure for such
          date by an amount in excess of 10% of such figure.

     (g)  In the event of termination of this Merger Agreement (i) caused
          otherwise than by a willful breach of this Merger Agreement by any of
          the parties hereto or (ii) pursuant to Section 24(c), Section 24(d),
          or Section 24(e), (A) this Merger Agreement shall cease and terminate,
          the acquisition of AMQUEST as provided herein shall not be
          consummated, and neither BANCFIRST, nor AMQUEST shall have any
          liability to any other party under this Merger Agreement of any nature
          whatever, except for BANCFIRST's obligations related to the printing
          of the proxy solicitation materials, including any liability for
          damages, and (B) BANCFIRST and AMQUEST each shall pay its own fees and
          expenses incident to the negotiation, preparation and execution of
          this Merger Agreement, the respective shareholders' meetings and
          actions of the parties and all other acts incidental to, contemplated
          by or in pursuance of the transactions contemplated by this Merger
          Agreement, including fees and expenses of their respective counsel,
          accountants and other experts and advisors. The duties of the parties
          with respect to confidential information as set forth in Section 10(f)
          shall survive any termination of this Merger Agreement.

     (h)  If termination of this Merger Agreement shall be judicially determined
          to have been caused by willful breach of this Merger Agreement, then,
          in addition to other remedies at law or equity for breach of this
          Merger Agreement, the party so found to have willfully breached this
          Merger Agreement shall indemnify the other parties for their
          respective costs, fees and expenses of their counsel, accountants and
          other experts and advisors as well as fees and expenses incident to
          negotiation, preparation and execution of this Merger Agreement and
          related documentation and their shareholders' meetings and consents.

25.  Expenses.  Except as provide in Section 24, each party hereto will bear all
     --------                                                                   
     its own costs, charges and expenses in connection with the negotiation and
     preparation of, and transactions contemplated by, this Agreement,
     including, but not limited to, fees of their respective attorneys,
     investment advisers and accountants. With respect to AMQUEST all such fees
     and costs shall be paid in full or accrued as a liability on AMQUEST's
     books not later than the end of the month immediately preceding the
     Effective Time.

                                      A-47
<PAGE>
 
26.  Waivers; Amendments.  Any of the provisions of this Merger Agreement may be
     -------------------                                                        
     waived in writing at any time by the party which is, or the shareholders of
     which are, entitled to the benefit thereof, provided, however, such waiver,
     if material to AMQUEST or its shareholders, may be made only following due
     authorization by the Board of Directors of AMQUEST. This Merger Agreement
     may be amended or modified in whole or in part by an agreement in writing
     executed in the same manner (but not necessarily by the same persons) as
     this Merger Agreement and which makes reference to this Merger Agreement;
     provided, however, such amendment or modification may be made only
     following due authorization by the respective Boards of Directors of
     AMQUEST and BANCFIRST; provided, further, however, that after a favorable
     vote by the shareholders of AMQUEST any such action shall be taken by
     AMQUEST only if, in the opinion of its Board of Directors, such amendment
     or modification will not have any material adverse effect on the benefits
     intended under this Merger Agreement for the shareholders of AMQUEST, and
     will not require resolicitation of any proxies from such shareholders.

27.  Entire Agreement.  Subject to the exceptions noted in the next following
     ----------------                                                        
     sentence, this Merger Agreement supersedes any other agreement, whether
     written or oral, that may have been made or entered into by AMQUEST and
     BANCFIRST or by any officer or officers of such parties relating to the
     acquisition of the business or the capital stock of AMQUEST and/or its
     Subsidiaries by BANCFIRST. Except for the BANCFIRST Disclosure Letter and
     any attachments thereto, the AMQUEST Disclosure Letter and any attachments
     thereto, and the Confidentiality Agreement, this Merger Agreement and the
     exhibits hereto constitute the entire agreement by the parties, and there
     are no agreements or commitments except as set forth herein and therein.

28.  Captions; Counterparts.  The captions in this Merger Agreement are for
     ----------------------                                                
     convenience only and shall not be considered a part of or affect the
     construction or interpretation of any provision of this Merger Agreement.
     This Merger Agreement may be executed in several counterparts, each of
     which shall constitute one and the same instrument.

29.  Notices.  All notices and other communications hereunder may be made by
     -------                                                                
     mail, hand-delivery or by courier service. If notices and other
     communications are made by nationally recognized overnight courier service
     for overnight delivery, such notice shall be deemed to have been given one
     business day after being forwarded to such a nationally recognized
     overnight courier service for overnight delivery. All notices and other
     communications hereunder given to any

                                      A-48
<PAGE>
 
     party shall be communicated to the remaining party to this Merger Agreement
     by mail or by hand-delivery in the same manner as herein provided.

(a)  If to BANCFIRST, to:     BancFirst Corporation
                              P.O. Box 26788
                              Oklahoma City, Oklahoma 73126
                              Attn:  David Rainbolt
                              Phone:  (405) 270-1010
                              Fax:  (405) 270-1089

     With a copy to:          Craig Ledgerwood & Bauman
                              401 West Main St., Suite 400
                              Norman, Oklahoma 73069
                              Attn:  Marion C. Bauman
                              Phone:  (405) 329-1001
                              Fax:  (405) 329-5520


(b)  If to AMQUEST, to:       AmQuest Financial Corp.
                              P.O. Box 2139
                              Duncan, OK 73534
                              Attn:  John Hugon
                              Phone:  (580) 255-4100
                              Fax:  (580) 255-5610

     With a copy to:          Crowe and Dunlevy
                              1800 Mid America Tower
                              Oklahoma City, OK 73102
                              Attn:  Michael M. Stewart
                              Phone:  (405) 235-7747
                              Fax:  (405) 272-5238

                                      A-49
<PAGE>
 
IN WITNESS WHEREOF, this Merger Agreement has been executed the day and year
first above written.


                                    BANCFIRST CORPORATION
ATTEST:

/s/ Sam D. Ott                      By:  /s/ David E. Rainbolt
- ------------------------------           ---------------------------------------
Secretary                                President


                                    AMQUEST FINANCIAL CORP.
ATTEST:

/s/ Pennye Morales                  By:  /s/ John Hugon
- ------------------------------           ---------------------------------------
Secretary                                Vice Chairman

                                      A-50
<PAGE>
 
                                                                      APPENDIX B

                 [LETTERHEAD OF HOWE BARNES INVESTMENTS, INC.]


                                        135 South LaSalle Street
                                        Chicago, Illinois 60603
                                        312-655-3000



                                  May 6, 1998



Board of Directors
AmQuest Financial Corp.
101 North 14th Street
Duncan, Oklahoma 73533

Members of the Board:

You have requested our opinion as to the fairness, from a financial point of
view, to the holders of the outstanding shares of common stock of AmQuest
Financial Corp. ("AmQuest") of the consideration (the "Consideration") to be
paid for the exchange of common shares in the merger (the "Merger") of AmQuest
with BancFirst Corporation ("BancFirst"), pursuant to the Agreement, dated May
6, 1998, between AmQuest and BancFirst (the "Merger Agreement").

Pursuant to the Merger Agreement, AmQuest will merge into BancFirst and AmQuest
as a separate corporate entity will cease.  Each share of AmQuest common stock
outstanding immediately prior to the effective time of the Merger (other than
shares as to which statutory dissenters' appraisal rights have been exercised)
will be converted into and exchanged for .7917 shares of BancFirst common stock.
The aggregate number of BancFirst Shares to be exchanged as part of the merger
is 2,625,000.  The terms of the Merger are more fully set forth in the Merger
Agreement.

For purposes of this opinion and in connection with our review of the proposed
transaction, we have, among other things:

1. Participated in discussions with representatives of AmQuest concerning
   AmQuest's financial condition, businesses, assets, earnings, prospects, and
   such senior management's views as to the future financial performance;

2. Reviewed the terms of the Merger Agreement;

3. Reviewed certain publicly available financial statements, both audited (where
   available) and unaudited, and related financial information of AmQuest and
   BancFirst, including those included in their respective Annual Reports or
   Form 10-K for the past three years and the respective Quarterly Reports 

                                      B-1
<PAGE>
 
Board of Directors
AmQuest Financial Corp.
Page 2

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

   or Form 10-Q for the periods ended September 30, 1997, June 30, 1997, and
   March 31, 1997 as well as other internally generated reports relating to
   asset/liability management, asset quality, and so forth;

4. Reviewed certain financial forecasts and projections of AmQuest prepared by
   its management and reviewed publicly available information, earnings
   estimates, and research reports available for BancFirst.

5. Discussed and reviewed certain aspects of the past and current business
   operations, financial condition, and future prospects of BancFirst with
   certain members of management;

6. Reviewed reported market prices and historical trading activity of BancFirst
   common stock;

7. Reviewed certain aspects of the financial performance of AmQuest and
   BancFirst and compared such financial performance of AmQuest and BancFirst,
   together with stock market data relating to BancFirst common stock, with
   similar data available for certain other financial institutions and certain
   of their publicly traded securities; and

8. Reviewed certain of the financial terms, to the extent publicly available, of
   certain recent business combinations involving other financial institutions.

We have assumed and relied, without independent verification, upon the accuracy
and completeness of all of the financial and other information that has been
provided to us by AmQuest, BancFirst, their respective representatives, and of
the publicly available information that was reviewed by us.  We are not experts
in the evaluation of allowances for loan losses and have not independently
verified such allowances, and have relied on and assumed that the aggregate
allowances for loan losses set forth in the balance sheets of each of AmQuest
and BancFirst at December 31, 1997 are adequate to cover such losses and
complied fully with applicable law, regulatory policy and sound banking practice
as of the date of such financial statements  We were not retained to and we did
not conduct a physical inspection of any of the properties or facilities of
AmQuest or BancFirst, did not make any independent evaluation or appraisal of
the assets, liabilities or prospects of AmQuest or BancFirst, were not furnished
with any such evaluation or appraisal, and did not review any individual credit
files.  Our opinion is necessarily based on economic, market, and other
conditions as in effect on, and the information made available to us as of, the
date hereof.

     Howe Barnes Investments, Inc. ("HBI"), as part of its investment banking
business, is regularly engaged in the valuation of banks and bank holding
companies, thrifts and thrift holding companies, and various other financial
services companies, in connection with mergers and acquisitions, initial and
secondary offerings of securities, and valuations for other purposes.  In
rendering this fairness opinion we 

                                      B-2
<PAGE>
 
Board of Directors
AmQuest Financial Corp.
Page 3

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


have acted on behalf of the Board of Directors of AmQuest and will receive a fee
for our services.

We are not expressing any opinion herein as to the prices at which shares of
BancFirst Common Stock issued in the Merger may trade if and when they are
issued or at any future time.  Our opinion as expressed herein is limited to the
fairness, from a financial point of view, of the Consideration to the holders of
AmQuest Common Stock and does not address AmQuest's underlying business decision
to proceed with the Merger.  We have been retained on behalf of the Board of
Directors of AmQuest, and our opinion does not constitute a recommendation to
any holder of AmQuest Common Stock as to how such holder should vote with
respect to the Merger Agreement at any meeting of holders of AmQuest Common
Stock.

Subject to the foregoing and based on our experiences as investment bankers, our
activities as described above, and other factors we have deemed relevant, we are
of the opinion as of the date hereof that the Consideration is fair, from a
financial point of view, to the holders of AmQuest common stock.

                                        Sincerely,

                                        HOWE BARNES INVESTMENTS, Inc.



                                        /s/ Paul A. O'Connor
                                        ----------------------------------------
                                        Paul A. O'Connor, First Vice President

                                      B-3
<PAGE>
 
                                                                      APPENDIX C


             SECTION 1091 OF THE OKLAHOMA GENERAL CORPORATION ACT


1091.     APPRAISAL RIGHTS

     A.   Any shareholder of a corporation of this state who holds shares of
stock on the date of the making of a demand pursuant to the provisions of
subsection D of this section with respect to such shares, who continuously holds
such shares through the effective date of the merger or consolidation, who has
otherwise complied with the provisions of subsection D of this section and who
has neither voted in favor of the merger or consolidation nor consented thereto
in writing pursuant to the provisions of Section 1073 of this title shall be
entitled to an appraisal by the district court of the fair value of his shares
of stock under the circumstances described in subsections B and C of this
section.  As used in this section, the word "shareholder" means a holder of
record of stock in a stock corporation and also a member of record of a nonstock
corporation; the words "stock" and "share" mean and include what is ordinarily
meant by those words and also membership or membership interest of a member of a
nonstock corporation.  The provisions of this subsection shall be effective only
with respect to mergers or consolidations consummated pursuant to an agreement
of merger or consolidation entered into after November 1, 1988.

     B.   1.   Except as otherwise provided for in this subsection, appraisal
rights shall be available for the shares of any class or series of stock of a
constituent corporation in a merger or consolidation, or of the acquired
corporation in a share acquisition, to be effected pursuant to the provisions of
Sections 1081, 1082, 1086, 1087, or 1091.1 of this title or Section 12 of this
act./1/

     2.   a.   No appraisal rights under this section shall be available for
               the shares of any class or series of stock which, at the record
               date fixed to determine the shareholders entitled to receive
               notice of and to vote at the meeting of shareholders to act upon
               the agreement of merger or consolidation, were either:

               (1)  listed on a national securities exchange; or
               (2)  held of record by more than two thousand shareholders.

          b.   In addition, no appraisal rights shall be available for any
               shares of stock of the constituent corporation surviving a merger
               if the merger did not require for its approval the vote of the
               shareholders of the surviving corporation as provided for in
               subsection F of section 1081 of this title.


- --------------------
     /1/ Section 1090.2 of this title.

                                      C-1
<PAGE>
 
     3.   Notwithstanding the provisions of paragraph 2 of this subsection,
appraisal rights provided for in this section shall be available for the shares
of any class or series of stock of a constituent corporation if the holders
thereof are required by the terms of an agreement of merger or consolidation
pursuant to the provisions of Sections 1081, 1082, 1086, or 1087 of this title
to accept for such stock anything except:

     a.   shares of stock of the corporation surviving or resulting from such
          merger or consolidation; or

     b.   shares of stock of any other corporation which at the effective date
          of the merger or consolidation will be either listed on a national
          securities exchange or held of record by more that two thousand
          shareholders; or

     c.   cash in lieu of fractional shares of the corporations described in
          subparagraphs a and b of this paragraph; or

     d.   any combination of the shares of stock and cash in lieu of the
          fractional shares described in subparagraphs a, b and c of this
          paragraph.

     4.   In the event all of the stock of a subsidiary Oklahoma corporation
party to a merger effected pursuant to the provisions of Section 1083 of this
title in not owned by the parent corporation immediately prior to the merger,
appraisal rights shall be available for the shares of the subsidiary Oklahoma
corporation.

     C.   Any corporation may provide in its certificate of incorporation that
appraisal rights under this section shall be available for the shares of any
class or series of its stock as a result of an amendment to its certificate of
incorporation, any merger or consolidation in which the corporation is a
constituent corporation or the sale of all or substantially all of the assets of
the corporation.  If the certificate of incorporation contains such a provision,
the procedures of this section, including those set forth in subsections D and E
of this section, shall apply as nearly as is practicable.

     D.   Appraisals rights shall be perfected as follows:

     1.   If a proposed merger or consolidation for which appraisal rights are
provided under this section is to be submitted for approval at a meeting of
shareholders, the corporation, not less than twenty (20) days prior to the
meeting, shall notify each of its shareholders entitled to such appraisal rights
that appraisal rights are available for any or all of the shares of the
constituent corporations, and shall include in such notice a copy of this
section.  Each shareholder electing to demand the appraisal of the shares of the
shareholder shall deliver to the corporation, before the taking of the vote on
the merger or consolidation, a written demand for appraisal of the shares of the
shareholder.  Such demand will be sufficient if it reasonably informs the
corporation of the  identity of the shareholder and that the shareholder intends
thereby to demand the appraisal of the shares of the shareholder.  A proxy or
vote against the merger or consolidation shall not constitute such a demand.  A
shareholder electing to take such action must do so by a separate written demand
as 

                                      C-2
<PAGE>
 
herein provided. Within ten (10) days after the effective date of such merger or
consolidation, the surviving or resulting corporation shall notify each
shareholder of each constituent corporation who has complied with the provisions
of this subsection and has not voted in favor of or consented to the merger or
consolidation as of the date that the merger or consolidation has become
effective; or

     2.   If the merger or consolidation was approved pursuant to the provisions
of Section 1073 or 1083 of this title, the surviving or resulting corporation,
either before the effective date of the merger or consolidation or within ten
(10) days thereafter, shall notify each of the shareholders entitled to
appraisal rights of the effective date of the merger or consolidation and that
appraisal rights are available for any or all of the shares of the constituent
corporation, and shall include in such notice a copy of this section.  The
notice shall be sent by certified or registered mail, return receipt requested,
addressed to the shareholder at the address of the shareholder as it appears on
the records of the corporation.  Any shareholder entitled to appraisal rights
may, within twenty (20) days after the date of mailing of the notice, demand in
writing from the surviving or resulting corporation the appraisal of the shares
of the shareholder.  Such demand will be sufficient if it reasonably informs the
corporation of the identity of the shareholder and that the shareholder intends
to demand the appraisal of the shares of the shareholder.

     E.   Within one hundred twenty (120) days after the effective date of the
merger or consolidation, the surviving or resulting corporation or any
shareholder who has complied with the provisions of subsections A and D of this
section and who is otherwise entitled to appraisal rights, may file a petition
in district court demanding a determination of the value of the stock of all
such shareholders.  Provided, however, at any time within sixty (60) days after
the effective date of the merger or consolidation, any shareholder shall have
the right to withdraw the demand of the shareholder for appraisal and to accept
the terms offered upon the merger or consolidation.  Within one hundred twenty
(120) days after the effective date of the merger or consolidation, any
shareholder who has complied with the requirements of subsection A and D of this
section, upon written request, shall be entitled to receive from the corporation
surviving the merger or resulting from the consolidation a statement setting
forth the aggregate number of shares not voted in favor of the merger or
consolidation and with respect to which demands for appraisal have been received
and the aggregate number of holders of such shares.  Such written statement
shall be mailed to the shareholder within (10) days after the shareholder's
written request for such a statement is received by the surviving or resulting
corporation or within ten (10) days after expiration of the period for delivery
of demands for appraisal pursuant to the provisions of subsection D of this
section, whichever is later.

     F.   Upon the filing of any such petition by a shareholder, service of a
copy thereof shall be made upon the surviving or resulting corporation, which,
within twenty (20) days after such service, shall file in the office of the
court clerk of the district court in which the petition was filed a duly
verified list containing the names and addresses of all shareholders who have
demanded payment for their shares and with whom agreements as to the value of
their shares have not been reached by the surviving or resulting corporation.
If the petition shall be filed by the surviving or resulting corporation, the
petition shall be accompanied by such a duly verified list.  The court clerk, if
so ordered by the court, shall give notice of the time and place fixed for the
hearing of such 

                                      C-3
<PAGE>
 
petition by registered or certified mail to the surviving or resulting
corporation and to the shareholders shown on the list at the addresses therein
stated. Such notice shall also be given by one or more publications at least one
(1) week before the day of the hearing, in a newspaper of general circulation
published in the City of Oklahoma City, Oklahoma, or such publication as the
court deems advisable. The forms of the notices by mail and by publication shall
be approved by the court, and the costs thereof shall be borne by the surviving
or resulting corporation.

     G.   At the hearing on such petition, the court shall determine the
shareholders who have complied with the provisions of this section and who have
become entitled to appraisal rights.  The court may require the shareholders who
have demanded an appraisal for their shares and who hold stock represented by
certificates to submit their certificates of stock to the court clerk for
notation thereon of the pendency of the appraisal proceedings; and if any
shareholder fails to comply with such direction, the court may dismiss the
proceedings as to such shareholder.

     H.   After determining the shareholders entitled to an appraisal, the court
shall appraise the shares, determining their fair value exclusive of any element
of value arising from the accomplishment or expectation of the merger or
consolidation, together with a fair rate of interest, if any, to be paid upon
the amount determined to be the fair value.  In determining such fair value, the
court shall take into account all relevant factors.  In determining the fair
rate of interest, the court may consider all relevant factors, including the
rate of interest which the surviving or resulting corporation would have to pay
to borrow money during the pendency of the proceeding.  Upon application by the
surviving or resulting corporation or by any shareholder entitled to participate
in the appraisal proceeding, the court may, in its discretion, permit discovery
or other pretrial proceedings and may proceed to trial upon the appraisal prior
to the final determination of the shareholder entitled to an appraisal.  Any
shareholder whose name appears of the list filed by the surviving or resulting
corporation pursuant to the provisions of subsection F of this section and who
has submitted the certificates of stock of the shareholder to the court clerk,
if such is required, may participate fully in all proceedings until it is
finally determined that the shareholder is not entitled to appraisal rights
pursuant to the provisions of this section.

     I.   The court shall direct the payment of the fair value of the shares,
together with interest, if any, by the surviving or resulting corporation to the
shareholders entitled thereto.  Interest may be simple or compound, as the court
may direct.  Payment shall be so made to each such shareholder, in the case of
holders of uncertificated stock immediately, and in the case of holders of
shares represented by certificates upon the surrender to the corporation of the
certificates representing such stock.  The court's decree may be enforced as
other decrees in the district court may be enforced, whether such surviving or
resulting corporation be a corporation of this state or of any other state.

     J.   The costs of the proceeding may be determined by the court and taxed
upon the parties as the court deems equitable in the circumstances.  Upon
application of a shareholder, the court may order all or a portion of the
expenses incurred by any shareholder in connection with the appraisal
proceeding, including, without limitation, reasonable attorney's fees and the
fees and 

                                      C-4
<PAGE>
 
expenses of experts, to be charged pro rata against the value of all of the
shares entitled to an appraisal.

     K.   From and after the effective date of the merger or consolidation, no
shareholder who has demanded the appraisal rights of the shareholder as provided
for in subsection D of this section shall be entitled to vote such stock for any
purpose or to receive payment of dividends or other distributions on the stock,
except dividends or other distributions payable to shareholders of record at a
date which is prior to the effective date of the merger or consolidation;
provided, however, that if no petition for an appraisal shall be filed within
the time provided for in subsection E of this section, or if such shareholder
shall deliver to the surviving or resulting corporation a written withdrawal of
the shareholder's demand for an appraisal and an acceptance of the merger or
consolidation, either within sixty (60) days after the effective date of the
merger or consolidation as provided for in subsection E of this section or
thereafter with the written approval of the corporation, then the right of such
shareholder to an appraisal shall cease.  Provided, however, no appraisal
proceeding in the district court shall be dismissed as to any shareholder
without the approval of the court, and such approval may be conditioned upon
such terms as the court deems just.

     L.   The shares of the surviving or resulting corporation into which the
shares of such objecting shareholders would have been converted had they
assented to the merger or consolidation shall have the status of authorized and
unissued shares of the surviving or resulting corporation.

                                      C-5
<PAGE>
 
                             BANCFIRST CORPORATION
                       REGISTRATION STATEMENT ON FORM S-4

                                    PART II

                  INFORMATION NOT REQUIRED IN THE PROSPECTUS



ITEM 20.  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-1
<PAGE>
 
THE REGISTRANT'S CHARTER AND BYLAW PROVISIONS

     The Registrant's Amended and Restated Certificate of Incorporation (i)
limits its directors' liability for monetary damages to the Registrant 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 Registrant 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
Registrant, under certain circumstances, in the event that indemnification
payments are made by the Registrant to such directors and officers.

ITEM 21.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES


Exhibit
Number                           Name of Exhibit
- ------                           --------------- 
 
  2.1     Merger Agreement, dated as of May 6, 1998, between AmQuest Financial
          Corp. ("AmQuest") and BancFirst Corporation ("BancFirst") (filed as
          Exhibit 2.2 to BancFirst's Quarterly Report on Form 10-Q for the
          Quarter Ended March 31, 1998 and incorporated herein by reference).

  3.1     Amended and Restated Certificate of Incorporation of BancFirst (filed
          as Exhibit 1 to BancFirst's 8-A/A filed July 23, 1998 and incorporated
          herein by reference).

  3.3     Amended By-Laws (filed as Exhibit 3.2 to BancFirst's Annual Report on
          Form 10-K for the fiscal year ended December 31, 1992 and incorporated
          herein by reference).
 
  4.1     Form of BancFirst Common Stock Certificate (filed as Exhibit 4.1 to
          BancFirst's Registration Statement on Form S-4, File No. 33-72006, and
          incorporated herein by reference).
 
* 5.1     Opinion of Day, Edwards, Federman, Propester & Christensen, P.C. as to
          the legality of the BancFirst Common Stock.

* 8.1     Opinion of Crowe & Dunlevy, a Professional Corporation, as to certain
          federal income tax matters.

 10.1     Merger Agreement dated as of May 6, 1998, between AmQuest and
          BancFirst (included herein as Exhibit 2.1).
 
*10.2     Shelf Registration Agreement.

 10.3     United Community Corporation (now BancFirst Corporation) Stock Option
          Plan (filed as Exhibit 10.09 to the Company's Registration Statement
          on Form S-4 for the fiscal year ended December 31, 1992 and
          incorporated herein by reference).

 10.4     BancFirst Employee Stock Ownership and Thrift Plan (filed as Exhibit
          10.12 to the Company's Annual Report on Form 10K for the fiscal year
          ended December 31, 1992 and incorporated herein by reference).

 21.1     Subsidiaries of BancFirst.

 23.1     Consent of PricewaterhouseCoopers, LLP.

                                      II-2
<PAGE>
 
Exhibit
Number                           Name of Exhibit
- ------                           --------------- 
 
 23.2     Consent of Arthur Andersen, LLP.

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

*23.4     Consent of Crowe & Dunlevy, a Professional Corporation (included in 
          Exhibit 8.1).

*99.1     Consent of Persons About to Become Directors.
 
 99.2     Opinion of Howe Barnes Investments, Inc. as to the fairness of the
          transactions to the Disinterested BancFirst Stockholders (included as
          Appendix C to the Proxy Statement/Prospectus).

 99.3     President's Letter to Stockholders of BancFirst.

 99.4     Notice of Special Meeting of Stockholders of BancFirst.
 
 99.5     Chairman's Letter to Stockholders of AmQuest.
 
 99.6     Notice of Special Meeting of Stockholders of AmQuest.
  
 99.7     Form of Proxy for the Special Meeting of Stockholders of BancFirst. 
 
 99.8     Form of Proxy for the Special Meeting of Stockholders of AmQuest.
 
     ___________________
     *    To be filed by amendment.

ITEM 22.  UNDERTAKINGS

     (a)  The undersigned Registrant hereby undertakes:

          (1)  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 of 1933;

               (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) which,
                      individually or in the aggregate, represent a fundamental
                      change in the information set forth in the 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.

          (2)  That, for the purpose of determining any liability under the
               Securities Act of 1933, each such post-effective amendment shall
               be deemed to be a new registration statement relating to the

                                      II-3
<PAGE>
 
               securities offered therein, and the offering of such securities
               at the time shall be deemed to be the initial bona fide offering
               thereof.

          (3)  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.

     (b)  The undersigned Registrant hereby undertakes that, for the purposes of
          determining liability under the Securities Act of 1933, each filing of
          the Registrant's annual report pursuant to Section 13(a) or 15(d) of
          the Securities Exchange Act of 1934 (and, where applicable, each
          filing of an employee benefit plan's annual report pursuant to Section
          15(d) of the Securities Exchange Act of 1934) that is incorporated by
          reference in this Registration Statement shall be deemed to be a new
          registration statement relating to the securities offered herein, and
          the offering of such securities at that time shall be deemed to be
          initial bona fide offering thereof.

     (c)  The undersigned Registrant hereby undertakes that prior to any public
          reoffering of the securities registered hereunder through use of a
          prospectus which is a part of this Registration Statement, by any
          person or party who is deemed to be an underwriter within the meaning
          of Rule 145(c), the issuer undertakes that such reoffering prospectus
          will contain the information called for by the applicable registration
          form with respect to reofferings by persons who may be deemed
          underwriters, in addition to the information called for by the other
          items of the applicable form.

     (d)  That, every prospectus (i) that is filed pursuant to paragraph (c)
          immediately preceding, or (ii) that purports to meet the requirements
          of Section 10(a)(3) of the Securities Act and is used in connection
          with an offering of securities subject to Rule 415, will be filed as a
          part of an amendment to the Registration Statement and will not be
          used until such amendment is effective, and that, for purposes 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.

     (e)  Insofar as indemnification for liabilities arising under the
          Securities Act of 1933 may be permitted to directors, officers and
          controlling persons of the Registrant pursuant to Item 20 of this
          Registration Statement, 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.

     (f)  The undersigned Registrant hereby undertakes to respond to requests
          for information that is incorporated by reference into the prospectus
          pursuant to Item 4, 10(b), 11, or 13 of Form S-4, within one business
          day of receipt of such request, and to send the incorporated documents
          by first class mail or other equally prompt means. This includes
          information contained in documents filed subsequent to the effective
          date of the Registration Statement through the date of responding to
          the request.

     (g)  The undersigned Registrant hereby undertakes to supply by means of a
          post-effective amendment all information concerning a transaction, and
          the company being acquired involved therein, that was not the subject
          of and included in the Registration Statement when it became
          effective.

                                      II-4
<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-4 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
22nd day of July, 1998.



                                  BANCFIRST CORPORATION


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


     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/ H. E. Rainbolt                Chairman of the Board            July 22, 1998
- -------------------------------   (Principal Executive Officer) 
H. E. Rainbolt                                                  
 
/s/ David E. Rainbolt             President, Chief Executive       July 22, 1998
- -------------------------------   Officer and Director
David E. Rainbolt                 (Principal Executive Officer)
 
/s/ Joe T. Shockley, Jr.          Executive Vice President, Chief  July 22, 1998
- -------------------------------   Financial Officer and Director 
Joe T. Shockley, Jr.              (Principal Financial Officer)

/s/ J. Ralph McCalmont            Vice Chairman of the Board       July 22, 1998
- -------------------------------   (Principal Executive Officer) 
J. Ralph McCalmont                                              
 
/s/ Robert A. Gregory             Vice Chairman of the Board       July 22, 1998
- -------------------------------   (Principal Executive Officer) 
Robert A. Gregory                                               
 
/s/ K. Gordon Greer               Vice Chairman of the Board       July 22, 1998
- -------------------------------   (Principal Executive Officer)
K. Gordon Greer

/s/ John T. Hannah                Director                         July 22, 1998
- -------------------------------   
John T. Hannah

/s/ Melvin Moran                  Director                         July 22, 1998
- -------------------------------
Melvin Moran
 
/s/ J. R. Hutchens, Jr.           Director                         July 22, 1998
- -------------------------------
J. R. Hutchens, Jr. 

                                      II-5
<PAGE>
 
             NAME                         TITLE                        DATE 
             ----                         -----                        ---- 
                   
/s/ Marion C. Bauman              Director                         July 22, 1998
- -------------------------------
Marion C. Bauman 
 
/s/ C. L. Craig, Jr.              Director                         July 22, 1998
- -------------------------------
C. L. Craig, Jr. 
 
/s/ Jim Daniel                    Director                         July 22, 1998
- -------------------------------
Jim Daniel 
 
/s/ J. Clifford Hudson            Director                         July 22, 1998
- -------------------------------
J. Clifford Hudson 
 
/s/ Randy P. Foraker              Senior Vice President,           July 22, 1998
- -------------------------------   Controller and 
Randy P. Foraker                  Secretary/Treasurer
                                  (Principal Accounting Officer)
 

                                      II-6

<PAGE>
 
                                                                    EXHIBIT 21.1

                      BANCFIRST CORPORATION SUBSIDIARIES
<TABLE> 
<CAPTION> 

       SUBSIDIARY NAME                  STATE OF INCORPORATION      PERCENTAGE OF OWNERSHIP
       ---------------                  ----------------------      -----------------------
<S>                                     <C>                         <C> 
BancFirst                                     Oklahoma                      100%
Express Financial Corporation                 Oklahoma                      100%
Citibanc Insurance Agency, Inc.               Oklahoma                      100%
BancFirst Agency, Inc.                        Oklahoma                      100%
BancFirst Investment Corporation              Oklahoma                      100%
Security Bank and Trust Company               Oklahoma                      100%
BFC Capital Trust I                           Delaware                      100%
</TABLE> 

<PAGE>
                                                                    EXHIBIT 23.1


                      CONSENT OF INDEPENDENT ACCOUNTANTS


We consent to the inclusion and incorporation by reference in this registration 
statement on Form S-4 (File No. 333-______) of our reports dated March 30, 1998 
and March 27, 1996, on our audits of the consolidated financial statements of 
BancFirst Corporation as of December 31, 1997, and for the three years then 
ended, which reports are included in the Annual Report of Form 10-K. We also 
consent to the reference to our firm under the caption "Experts".



                                        /s/ PRICEWATERHOUSECOOPERS LLP

                                        PRICEWATERHOUSECOOPERS LLP



Oklahoma City, Oklahoma
July 22, 1998

<PAGE>
 
                                                                    EXHIBIT 23.2


                   CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS




        As independent public accountants, we hereby consent to the use of our 
reports (and to all references to our Firm) included in or made a part of this 
registration statement.




                                                      /s/ Arthur Andersen LLP
                                                      ------------------------
Oklahoma City, Oklahoma                                   Arthur Andersen LLP
    July 23, 1998


<PAGE>
                                                                    EXHIBIT 99.3
 
                         [BANCFIRST LOGO APPEARS HERE]

                                                                 August   , 1998
Dear Stockholder:

     You are cordially invited to attend the Special Meeting of Stockholders
(the "BancFirst Special Meeting") of BancFirst Corporation, an Oklahoma
corporation ("BancFirst"), to be held on September 24, 1998.  The BancFirst
Special Meeting will be held at The Westin Hotel, One N. Broadway, Oklahoma
City, Oklahoma 73102, commencing at 9:00 a.m., local time.

     At the BancFirst Special Meeting, you will be asked to consider and vote
upon a proposal to issue shares of common stock, par value $1.00 per share, of
BancFirst (the "BancFirst Common Stock") to stockholders of AmQuest Financial
Corp., an Oklahoma corporation ("AmQuest"), pursuant to the terms of a Merger
Agreement dated May 6, 1998 (the "Merger Agreement"), by and between BancFirst
and AmQuest, pursuant to which AmQuest will merge (the "Merger") with and into
BancFirst.

     If the Merger is approved and consummated, each issued and outstanding
share of common stock, par value $1.67 per share, of AmQuest will be converted
into the right to receive .7917 shares of BancFirst Common Stock, subject to
possible adjustment if the stockholders' equity of AmQuest is less than certain
minimum levels specified in the Merger Agreement, in an exchange intended to be
tax free except to the extent of any cash received in lieu of fractional shares
or pursuant to the exercise of statutory dissenters' rights.  Shares of
BancFirst Common Stock outstanding immediately prior to the Merger will remain
outstanding after the consummation of the Merger.   A copy of the Merger
Agreement is attached to the Joint Proxy Statement/Prospectus as Appendix A.

     At the BancFirst Special Meeting, the stockholders of BancFirst will also
be asked to approve a proposal to amend the Certificate of Incorporation of
BancFirst to increase the number of shares of BancFirst Common Stock authorized
to be issued by BancFirst, in order to have a sufficient number of shares of
BancFirst Common Stock to effect the Merger and for other corporate purposes.

     Upon consummation of this transaction, BancFirst will be among the five
largest banking organizations in the State of Oklahoma, with an extensive
network of more than 70 retail offices and 70 ATMs throughout the state.
Accordingly, we believe that the Merger enhances our ability to better serve the
people and communities of our state.

     The Board of Directors of BancFirst has carefully considered the terms and
conditions of the above-described proposals and believes them to be in the best
interests of and fair to the stockholders of BancFirst.  ACCORDINGLY, YOUR BOARD
OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE IN FAVOR OF THE MATTERS TO BE
CONSIDERED AT THE BANCFIRST SPECIAL MEETING.

     Stockholders are urged to read carefully the accompanying Joint Proxy
Statement/Prospectus which contains detailed information concerning the matters
to be considered at the BancFirst Special Meeting.

     Your participation in the BancFirst Special Meeting, in person or by proxy,
is important.  Therefore, please mark, sign and date the enclosed proxy card and
return it as soon as possible in the enclosed postage-paid envelope.  If you
attend the BancFirst Special Meeting, you may vote in person if you wish, even
if you have previously mailed in your proxy card.

                                         Sincerely,



                                         David E. Rainbolt,
                                         President and Chief Executive Officer

<PAGE>
                                                                    EXHIBIT 99.4
 
                             BANCFIRST CORPORATION
                              101 NORTH BROADWAY
                                   SUITE 200
                         OKLAHOMA CITY, OKLAHOMA 73102

                   NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
                                        
                       TO BE HELD ON SEPTEMBER 24, 1998
                                        
     NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders (the
"BancFirst Special Meeting") of BancFirst Corporation, an Oklahoma corporation
("BancFirst"), will be held on September 24, 1998, at 9:00 a.m., local time, at
The Westin Hotel, One North Broadway, Oklahoma City, Oklahoma 73102, for the
following purposes:

     1.  Approval of Merger Agreement.  To consider and vote upon a proposal to
approve the Merger Agreement dated May 6, 1998 (the "Merger Agreement") by and
between BancFirst and AmQuest Financial Corp., an Oklahoma corporation
("AmQuest"), pursuant to which, among other things, AmQuest will merge with and
into BancFirst (the "Merger").  Upon consummation of the Merger, each
outstanding share of AmQuest common stock, $1.67 par value per share, will be
converted into the right to receive .7917 shares of BancFirst common stock, par
value $1.00 per share ("BancFirst Common Stock"), subject to possible adjustment
if the stockholders' equity of AmQuest is less than certain minimum levels
specified in the Merger Agreement, in an exchange intended to be tax free except
to the extent of any cash received in lieu of fractional shares or pursuant to
the exercise of statutory dissenters' rights.  Shares of BancFirst Common Stock
outstanding immediately prior to the Merger will remain outstanding after the
consummation of the Merger.  A copy of the Merger Agreement is attached to the
Joint Proxy Statement/Prospectus as Appendix A.

     2.  Amendment of Certificate of Incorporation.  To amend the Certificate of
Incorporation of BancFirst to increase from 7,500,000 to 15,000,000 the number
of shares of BancFirst Common Stock authorized to be issued by BancFirst, in
order to have a sufficient number of shares of BancFirst Common Stock to effect
the Merger and for other corporate purposes.

     3.  Other Business.  To consider and transact such other business as may
properly be brought before the BancFirst Special Meeting and any adjournment or
postponement thereof.

     The Board of Directors of BancFirst has fixed the close of business on July
31, 1998, as the record date for determination of stockholders entitled to
notice of and to vote at the BancFirst Special Meeting or at any adjournments or
postponements thereof.

     THE BOARD OF DIRECTORS OF BANCFIRST UNANIMOUSLY RECOMMENDS THAT ITS
STOCKHOLDERS VOTE "FOR" APPROVAL OF THE MERGER AGREEMENT AND "FOR" THE AMENDMENT
OF THE CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES
OF BANCFIRST COMMON STOCK TO 15,000,000.

     EACH STOCKHOLDER IS URGED TO COMPLETE AND RETURN PROMPTLY THE ACCOMPANYING
PROXY WHETHER OR NOT HE OR SHE PLANS TO ATTEND THE BANCFIRST SPECIAL MEETING.
The giving of such proxy does not affect a stockholder's right to vote in person
in the event the stockholder attends the BancFirst Special Meeting.

                                    By Order of the Board of Directors


                                    Sam D. Ott,
                                    Secretary

Oklahoma City, Oklahoma
August   , 1998

<PAGE>
                                                                    EXHIBIT 99.5
 
                            AMQUEST FINANCIAL CORP.
                            DUNCAN, OKLAHOMA 73534
                                        
                  [On letterhead of AmQuest Financial Corp.]

                                                                 August   , 1998

Dear Stockholder:

     You are cordially invited to attend the Special Meeting of Stockholders
(the "AmQuest Special Meeting") of AmQuest Financial Corp., an Oklahoma
corporation ("AmQuest"), to be held on September 24, 1998. The AmQuest Special
Meeting will be held at the offices of AmQuest Bank, N.A., 2/nd/ Floor, 16 S.
9/th/ Street, Duncan, Oklahoma 73533, commencing at 1:30 p.m., local time.

     At the AmQuest Special Meeting, you will be asked to consider and vote upon
a proposal to approve a Merger Agreement dated May 6, 1998 between AmQuest and
BancFirst Corporation ("BancFirst"), pursuant to which AmQuest will merge (the
"Merger") with and into BancFirst. It is anticipated that approval of the
proposed Merger will be the only matter presented at the AmQuest Special
Meeting. If the Merger is approved and consummated, each issued and outstanding
share of AmQuest Common Stock will be converted into the right to receive .7917
shares of the common stock, par value $1.00 per share, of BancFirst ("BancFirst
Common Stock"), subject to possible adjustment if the stockholders' equity of
AmQuest is less than certain minimum levels specified in the Merger Agreement
(the "Exchange Ratio"). Based on the closing price of BancFirst Common Stock on
                            , 1998, the unadjusted Exchange Ratio results in 
$          of value in BancFirst Common Stock for each share of AmQuest Common 
Stock. However, the Exchange Ratio is fixed (except for the possible equity
adjustment) and the value of the consideration to be received by AmQuest
stockholders upon consummation of the Merger will vary based on the market value
of BancFirst Common Stock.

     Your Board of Directors submits the proposed Merger to you after careful
review and consideration. We believe that the proposed Merger will enable
stockholders of AmQuest to participate in the expanded opportunities for growth
that association with a larger regional financial organization makes possible.
In addition, shares of BancFirst Common Stock are traded on the Nasdaq National
Market System and will provide liquidity that is not currently available to
AmQuest stockholders.

     YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT HOLDERS OF AMQUEST
COMMON STOCK VOTE IN FAVOR OF THE MERGER AT THE AMQUEST SPECIAL MEETING.

     Stockholders are urged to read carefully the accompanying Joint Proxy
Statement/Prospectus which contains detailed information concerning the matters
to be considered at the AmQuest Special Meeting.

     Please mark, sign and date the enclosed proxy card and return it as soon as
possible in the enclosed postage-paid envelope.  If you attend the AmQuest
Special Meeting, you may vote in person if you wish, even if you have previously
mailed in your proxy card.

                                                Sincerely,



                                                T. H. McCasland, Jr.
                                                Chairman of the Board

<PAGE>
                                                                    EXHIBIT 99.6
 
                            AMQUEST FINANCIAL CORP.
                            DUNCAN, OKLAHOMA 73534
                                        

                   NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
                       TO BE HELD ON SEPTEMBER 24, 1998
                                        
To the Stockholders of AmQuest Financial Corp.:

     NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders (the "AmQuest
Special Meeting") of AmQuest Financial Corp., an Oklahoma corporation
("AmQuest"), will be held on September 24, 1998, at 1:30 p.m., local time, at
offices of AmQuest Bank, N.A., 2/nd/ Floor, 16 S. 9/th/ Street, Duncan, Oklahoma
73533, for the following purpose:

     1.  Approval of Merger Agreement.  To consider and vote upon a proposal to
approve the Merger Agreement dated May 6, 1998 (the "Merger Agreement") by and
between AmQuest and BancFirst Corporation, an Oklahoma corporation
("BancFirst"), pursuant to which, among other things, AmQuest will merge with
and into BancFirst (the "Merger").  Upon consummation of the Merger, each
outstanding share of common stock, $1.67 par value, of AmQuest ("AmQuest Common
Stock") will be converted into the right to receive shares of common stock, par
value $1.00 per share, of BancFirst, subject to possible adjustment if the
stockholders' equity of AmQuest is less than certain minimum levels specified in
the Merger Agreement, in an exchange intended to be tax free except to the
extent of any cash received in lieu of fractional shares or pursuant to the
exercise of statutory dissenters' rights.  A copy of the Merger Agreement is
attached to the Joint Proxy Statement/Prospectus as Appendix A.

     2.  Other Business.  To consider and transact such other business as may
properly be brought before the AmQuest Special Meeting and any adjournment or
postponement thereof.

     The Board of Directors of AmQuest has fixed the close of business on August
15, 1998, as the record date for determination of stockholders entitled to
notice of and to vote at the AmQuest Special Meeting or at any adjournments or
postponements thereof.

     THE BOARD OF DIRECTORS OF AMQUEST HAS APPROVED THE MERGER AGREEMENT AND
BELIEVES THAT THE MERGER IS FAIR TO, AND IS IN THE BEST INTEREST OF, ITS
STOCKHOLDERS. ACCORDINGLY, THE BOARD UNANIMOUSLY RECOMMENDS THAT ITS
STOCKHOLDERS VOTE "FOR" APPROVAL OF THE MERGER AGREEMENT.

     EACH STOCKHOLDER IS URGED TO COMPLETE AND RETURN PROMPTLY THE ACCOMPANYING
PROXY WHETHER OR NOT HE OR SHE PLANS TO ATTEND THE AMQUEST SPECIAL MEETING.  The
giving of such proxy does not affect a stockholder's right to vote in person in
the event the stockholder attends the AmQuest Special Meeting.

                                    By Order of the Board of Directors



                                    _____________________________,
                                    Secretary

Duncan, Oklahoma
August   , 1998

<PAGE>
 
                                                                    EXHIBIT 99.7

                             BANCFIRST CORPORATION
                            Oklahoma City, Oklahoma

                         PROXY/VOTING INSTRUCTION CARD
          This Proxy is solicited on behalf of the Board of Directors
         for the Special Meeting of Stockholders on September 24, 1998

     The undersigned stockholder of BancFirst Corporation ("BancFirst") hereby
appoints David E. Rainbolt and Randy P. Foraker the proxies of the undersigned
(each with power of substitution and with full power to act without the other
and with all powers the undersigned would possess if personally present), to
represent and vote at the Special Meeting of Stockholders of BancFirst to be
held on September 24, 1998, and at any and all adjournments or postponements
thereof (the "BancFirst Special Meeting"), all shares of Common Stock of the
undersigned of BancFirst which the undersigned would be entitled to vote (a) on
the following proposals more fully described in the Proxy Statement/Prospectus
for the BancFirst Special Meeting in the manner specified and (b) in the
discretion of the named proxies on any other business that may properly come
before the BancFirst Special Meeting.

PLEASE INDICATE ON THE REVERSE SIDE OF THIS CARD HOW YOUR STOCK IS TO BE VOTED.
IN THE ABSENCE OF ANY INSTRUCTIONS, THE SHARES REPRESENTED BY THIS PROXY WILL BE
VOTED "FOR" THE PROPOSALS IN ITEMS 1 AND 2, AND WILL BE VOTED IN THE DISCRETION
OF THE PROXY HOLDERS UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE
BANCFIRST SPECIAL MEETING. UNLESS EACH OF PROPOSAL NO. 1 AND PROPOSAL NO. 2 ARE
APPROVED BY THE STOCKHOLDERS OF BANCFIRST, NEITHER PROPOSAL WILL BE ADOPTED.

                  (CONTINUED AND TO BE SIGNED ON REVERSE SIDE)

- --------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR"

1.   Proposal to approve the Merger Agreement dated May 6, 1998, by and between 
     BancFirst and AmQuest Financial Corp. ("AmQuest"), pursuant to which
     AmQuest will merge with and into BancFirst.                         
     

     [_]  FOR                    [_]  AGAINST                [_]  ABSTAIN 


2.   Proposal to amend BancFirst's Certificate of Incorporation to increase from
     7,500,000 to 15,000,000 the number of shares of BancFirst Common Stock
     authorized to be issued by BancFirst.

     [_]  FOR                    [_]  AGAINST                [_]  ABSTAIN 

     The undersigned hereby acknowledges receipt of the Notice of Special
Meeting of Stockholders to be held on September 24, 1998, and the Proxy
Statement/Prospectus furnished therewith, and hereby revokes any proxy to vote
shares of BancFirst Common Stock heretofore given by the undersigned.

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.

 
 
                                                                         , 1998 
                                       ----------------------------------
                                                   (Date) 
                                       
                                       Signature(s)                             
                                                   ---------------------------- 
 

                                       ----------------------------------------
                                       (Signature if held jointly)
 

<PAGE>
 
                                                                    EXHIBIT 99.8

                            AMQUEST FINANCIAL CORP.
                            Oklahoma City, Oklahoma



                         PROXY/VOTING INSTRUCTION CARD
          This Proxy is solicited on behalf of the Board of Directors
         for the Special Meeting of Stockholders on September 24, 1998

     The undersigned stockholder of AmQuest Corporation ("AmQuest") hereby
appoints John C. Hugon and Terrence Cooksey the proxies of the undersigned (each
with power of substitution and with full power to act without the other and with
all powers the undersigned would possess if personally present), to represent
and vote at the Special Meeting of Stockholders of AmQuest to be held on
September 24, 1998, and at any and all adjournments or postponements thereof
(the "AmQuest Special Meeting"), all shares of Common Stock of the undersigned
of AmQuest which the undersigned would be entitled to vote (a) on the following
proposal more fully described in the Proxy Statement/Prospectus for the AmQuest
Special Meeting in the manner specified and (b) in the discretion of the named
proxies on any other business that may properly come before the AmQuest Special
Meeting.


PLEASE INDICATE ON THE REVERSE SIDE OF THIS CARD HOW YOUR STOCK IS TO BE VOTED.
IN THE ABSENCE OF ANY INSTRUCTIONS, THE SHARES REPRESENTED BY THIS PROXY WILL BE
VOTED "FOR" THE PROPOSAL, AND WILL BE VOTED IN THE DISCRETION OF THE PROXY
HOLDERS UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE AMQUEST SPECIAL
MEETING.


                 (CONTINUED AND TO BE SIGNED ON REVERSE SIDE)

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

     THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" the proposal to approve the
Merger Agreement dated May 6, 1998, by and between AmQuest and BancFirst
Corporation ("BancFirst"), pursuant to which AmQuest will merge with and into
BancFirst.

            [  ]   FOR          [  ]   AGAINST      [  ]   ABSTAIN


     The undersigned hereby acknowledges receipt of the Notice of Special
Meeting of Stockholders to be held on September 24, 1998, and the Proxy
Statement/Prospectus furnished therewith, and hereby revokes any proxy to vote
shares of AmQuest Common Stock heretofore given by the undersigned.

     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.



                                     _____________________________________, 1998
                                                      (Date)

                                     Signature(s) ______________________________
 
 
                                     ___________________________________________
                                             (Signature if held jointly)
 


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