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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) November 18, 1999
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BANCFIRST CORPORATION
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(Exact name of registrant as specified in its charter)
OKLAHOMA 0-14384 73-1221379
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
101 North Broadway, Suite 200, Oklahoma City, Oklahoma 73102
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (405)270-1086
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Item 5. Other Events.
BancFirst Corporation (the "Company") has adopted a Stock Repurchase Program
(the "Program") to purchase up to 300,000 shares of the Company's common stock
for the purposes of (i) increasing the Company's earnings per share and/or
return on equity, (ii) providing treasury stock to be issued for the exercise of
stock options or deferred stock compensation, (iii) providing liquidity for
optionees to liquidate the stock from exercises of their stock options, and (iv)
providing liquidity for major shareholders wishing to sell their stock. The
timing, price and amount of the stock repurchases will be determined by
management of the Company and will be approved by its Executive Committee. The
program will remain in effect until all 300,000 shares authorized have been
purchased. The stock repurchases may be paid from existing funds, dividends
from the Company's subsidiaries, or from borrowings.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit
Number Exhibit
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20.1 Press Release dated November 18, 1999 regarding "BancFirst
Corporation Announces Stock Repurchase Program."
99.1 BancFirst Corporation Stock Repurchase Program dated November
18, 1999.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date November 29, 1999 /s/ Randy P. Foraker
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Randy P. Foraker
Sr. Vice President and Controller;
Assistant Secretary; Treasurer
(Principal Accounting Officer)
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Exhibit 20.1
BancFirst Corporation
101 NORTH BROADWAY, SUITE 200
OKLAHOMA CITY, OKLAHOMA 73102
PRESS RELEASE
For Immediate Release: Thursday, November 18, 1999
For further information call Joe T. Shockley, Chief Financial Officer (405) 270-
1003
or David Rainbolt, Chief Executive Officer at (405) 270-1010
BANCFIRST CORPORATION ANNOUNCES STOCK REPURCHASE PROGRAM
Oklahoma City, OK - BancFirst Corporation (NASDAQ NMS: BANF) today announced the
adoption of a program to repurchase up to 300,000 shares of its common stock.
The timing, price and amount of the stock repurchases will be determined by
management of the Company and will be approved by its Executive Committee. The
program will remain in effect until all 300,000 shares authorized have been
purchased, which may be over as much as a two to three year period. The stock
repurchases may be paid from existing funds, dividends from the Company's
subsidiaries, or from borrowings.
At September 30, 1999, the Company had $2.2 billion in total assets and $165
million in stockholders' equity. There were 8,166,203 shares of its common
stock outstanding.
BancFirst, the Company's subsidiary bank, is Oklahoma's largest state-chartered
bank with 74 banking locations serving 37 communities across Oklahoma.
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Exhibit 99.1
BANCFIRST CORPORATION
STOCK REPURCHASE PROGRAM
NOVEMBER 18, 1999
Management of BancFirst Corporation is authorized under this Stock Repurchase
Program to repurchase up to 300,000 shares of BancFirst Corporation's common
stock for the following purposes:
1. As a means to increase earnings per share and/or return on equity.
2. To purchase treasury stock to be issued for the exercise of stock
options or deferred stock compensation.
3. To provide liquidity for optionees to liquidate the stock from
exercises of their stock options.
4. To provide liquidity for major shareholders wishing to sell their stock.
The timing, price paid and amount of stock repurchases under this Program shall
be determined by Management and approved by the Executive Committee. Management
and the Executive Committee shall consider relevant factors such as market
conditions, the effect of the repurchases on the Company's book value per share,
earnings per share and return on equity, and expected stock option exercises and
deferred stock compensation distributions. The Program shall remain in effect
until all 300,000 shares authorized have been repurchased.
Stock repurchases under this Program may be paid from existing available funds,
from normal or special dividends from the Company's subsidiaries, or from
borrowings approved by the Executive Committee. The cost of any borrowings for
stock repurchases shall be considered in Management's analysis of the effect of
the stock repurchases on the Company's financial performance.
Management shall consider and comply with the safe harbor provisions of Rule
10b-18 when it is deemed prudent to do so. Stock repurchases under the Program
may be made through private transactions or on the market through brokers
selected by Management. David E. Rainbolt, President, Joe T. Shockley, Jr.,
Chief Financial Officer, and Randy Foraker, Senior Vice President and
Controller, are the officers of the Company authorized to conduct the
transactions pursuant to this Program.
