<PAGE>
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934)
_____________________________
BANCFIRST CORPORATION
(Name of Issuer)
BANCFIRST CORPORATION
(Name of Person(s) Filing Statement)
_____________________________
COMMON STOCK, $1.00 PAR VALUE
(Title of class of securities)
05945F103
(CUSIP number of class of securities)
_____________________________
David E. Rainbolt
President and Chief Executive Officer
BancFirst Corporation
101 North Broadway, Suite 200
Oklahoma City, Oklahoma 73102
(405) 270-1086
(Name, address and telephone number of person authorized to receive notices
and communications on behalf of the person(s) filing statement)
COPIES TO:
JEANETTE C. TIMMONS, ESQ.
Day Edwards Federman Propester & Christensen, P.C.
2900 Oklahoma Tower
210 Park Avenue
Oklahoma City, Oklahoma 73102
(405) 239-2121
_____________________________
MAY 3, 1999
(Date tender offer first published, sent or given to security holders)
CALCULATION OF FILING FEE
================================================================================
Transaction Valuation Amount of Filing Fee
- --------------------------------------------------------------------------------
$38,000,000* $7,600
================================================================================
* Calculated solely for purposes of determining the filing fee in accordance
with Section 13(e)(3) of the Securities Exchange Act of 1934 and Rule O-11
thereunder. This amount assumes the purchase of 1,000,000 shares of Common
Stock at $38.00, net in cash per share.
[ ] Check box if any part of the fee is offset as provided by Rule O-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, on the form or
schedule and the date of its filing.
================================================================================
<PAGE>
ITEM 1. SECURITY AND ISSUER.
(a) The Issuer of the securities to which this Issuer Tender Offer
Statement on Schedule 13E-4 (the "Statement") relates is BancFirst Corporation,
an Oklahoma corporation (the "Company"), and the address of its principal
executive office is 101 N. Broadway, Suite 200, Oklahoma City, Oklahoma 73102.
(b) This Statement relates to a tender offer by the Company to purchase
1,000,000 shares (or such lesser number of shares as are validly tendered) of
its common stock, $1.00 par value (the "Shares"), at prices, net to the seller
in cash, not greater than $38.00 nor less than $34.00 per Share, specified by
stockholders, upon the terms and subject to the conditions set forth in the
Offer to Purchase, dated May 3, 1999 (the "Offer to Purchase"), and in the
related Letter of Transmittal (which together constitute the "Offer"), copies of
which are filed as Exhibits (a)(1) and (a)(2), respectively. The information
set forth in the "Introduction," "Section 1. Number of Shares; Proration,"
"Section 8. Interest of Directors and Executive Officers; Transactions and
Arrangements Concerning the Shares," "Section 9. Background and Purpose of the
Offer" and "Section 15. Extension of the Offer; Termination; Amendments" of the
Offer to Purchase is incorporated herein by reference.
(c) The information set forth in "Introduction" and "Section 7. Price
Range of Shares; Dividends" of the Offer to Purchase is incorporated herein by
reference.
(d) This Statement is being filed by the Issuer.
ITEM 2. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a)--(b) The information set forth in "Section 11. Source and Amount of
Funds" of the Offer to Purchase is incorporated herein by reference.
ITEM 3. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE ISSUER OR
AFFILIATE.
The information set forth in the "Introduction" and "Section 9. Background
and Purpose of the Offer" of the Offer to Purchase is incorporated herein by
reference.
(a)--(j) The information set forth in the "Introduction," "Section 8.
Interest of Directors and Executive Officers; Transactions and Arrangements
Concerning the Shares," "Section 9. Background and Purpose of the Offer,"
"Section 11. Source and Amount of Funds" and "Section 12. Effects of the Offer
on the Market for Shares; Registration under the Exchange Act" of the Offer to
Purchase is incorporated herein by reference.
ITEM 4. INTEREST IN SECURITIES OF THE ISSUER.
The information set forth in "Section 8. Interest of Directors and
Executive Officers; Transactions and Arrangements Concerning the Shares" of the
Offer to Purchase is incorporated herein by reference.
ITEM 5. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE ISSUER'S SECURITIES.
The information set forth in the "Introduction" and "Section 8. Interest of
Directors and Executive Officers; Transactions and Arrangements Concerning the
Shares" of the Offer to Purchase is incorporated herein by reference.
ITEM 6. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
The information set forth in the "Introduction" and "Section 16. Fees and
Expenses" of the Offer to Purchase is incorporated herein by reference.
<PAGE>
ITEM 7. FINANCIAL INFORMATION.
(a)--(b) The information set forth in "Section 10. Certain Information
About the Company" of the Offer to Purchase is incorporated herein by reference.
ITEM 8. ADDITIONAL INFORMATION.
(a) Not applicable.
(b) The information set forth in "Section 13. Certain Legal Matters;
Regulatory Approvals" of the Offer to Purchase is incorporated herein by
reference.
(c) The information set forth in "Section 12. Effects of the Offer on the
Market for Shares; Registration under the Exchange Act" of the Offer to Purchase
is incorporated herein by reference.
(d) Not applicable.
(e) Reference is hereby made to the Offer to Purchase and the related
Letter of Transmittal, copies of which are attached hereto as Exhibits (a)(1)
and (a)(2), respectively, and incorporated in their entirety herein by
reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
(a)--(1) Offer to Purchase, dated May 15, 1998
(a)--(2) Letter of Transmittal
(a)--(3) Notice of Guaranteed Delivery
(a)--(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees
(a)--(5) Letter to Clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees
(a)--(6) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9
(a)--(7) News Release issued by the Company on May 3, 1999
(a)--(8) Letter to the Company's Stockholders from David E. Rainbolt,
President and Chief Executive Officer of the Company,
dated May 3, 1999
(b)--(1) Credit Agreement dated as of April 29, 1999, between BancFirst
Corporation, as Borrower, and Harris Trust and Savings Bank, as
Lender
(c) Not applicable
(d) Not applicable
(e) Not applicable
(f) Not applicable
<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
BANCFIRST CORPORATION,
An Oklahoma corporation
Date: May 3, 1999 By: /s/ David E. Rainbolt
---------------------------------------------
David E. Rainbolt
President and Chief Executive Officer
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
(a)(1) Offer to Purchase, dated May 15, 1998
(a)(2) Letter of Transmittal
(a)(3) Notice of Guaranteed Delivery
(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees
(a)(5) Letter to Clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees
(a)(6) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9
(a)(7) News Release issued by the Company on May 3, 1999
(a)(8) Letter to the Company's Stockholders from David E. Rainbolt,
President and Chief Executive Officer of the Company,
dated May 3, 1999
(b)(1) Credit Agreement dated as of April 29, 1999, between BancFirst
Corporation, as Borrower, and Harris Trust and Savings Bank, as
Lender
<PAGE>
EXHIBIT (a)(1)
[LOGO OF BANCFIRST APPEARS HERE]
OFFER TO PURCHASE FOR CASH A MINIMUM OF 100,000
SHARES AND A MAXIMUM OF 1,000,000 SHARES OF ITS
COMMON STOCK AT A PURCHASE PRICE NOT GREATER
THAN $38.00 NOR LESS THAN $34.00 PER SHARE
- --------------------------------------------------------------------------------
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON TUESDAY, JUNE 1, 1999, UNLESS THE OFFER IS EXTENDED.
- --------------------------------------------------------------------------------
BancFirst Corporation, an Oklahoma corporation (the "Company"), hereby
invites its stockholders to tender shares of its common stock, $1.00 par value
per share (the "Shares"), to the Company at prices, net to the seller in cash,
not greater than $38.00 nor less than $34.00 per Share, specified by such
stockholders, upon the terms and subject to the conditions set forth in this
Offer to Purchase and in the related Letter of Transmittal (which together
constitute the "Offer"). The Company will determine a single per Share price
(not greater than $38.00 nor less than $34.00 per Share) (the "Purchase Price")
that it will pay for Shares validly tendered pursuant to the Offer taking into
account the number of Shares so tendered and the prices specified by tendering
stockholders. The Company will select the Purchase Price which will allow it to
buy 1,000,000 Shares (or such lesser number of Shares as are validly tendered at
prices not greater than $38.00 nor less than $34.00 per Share, subject to the
condition that there must be at least 100,000 Shares validly tendered at prices
not greater than $38.00 nor less than $34.00 per Share (the "Minimum
Condition")) pursuant to the Offer. All Shares validly tendered at prices at or
below the Purchase Price will be purchased at the Purchase Price, net to the
seller in cash, upon the terms and subject to the conditions of the Offer,
including the proration terms hereof and the Minimum Condition.
THE OFFER IS CONDITIONED UPON THERE BEING VALIDLY TENDERED AND NOT
PROPERLY WITHDRAWN PRIOR TO THE EXPIRATION OF THE OFFER, AT PRICES NOT GREATER
THAN $38.00 PER SHARE NOR LESS THAN $34.00 PER SHARE, A MINIMUM OF 100,000
SHARES, WHICH NUMBER CONSTITUTES APPROXIMATELY 1.05% OF THE SHARES OUTSTANDING
ON MARCH 31, 1999. FOR OTHER CONDITIONS TO THE OFFER, SEE "THE OFFER-SECTION 6."
NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION
TO ANY STOCKHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING SHARES.
STOCKHOLDERS MUST MAKE THEIR OWN DECISIONS WHETHER TO TENDER SHARES AND, IF SO,
HOW MANY SHARES TO TENDER AND THE PRICE OR PRICES AT WHICH SHARES SHOULD BE
TENDERED. THE COMPANY HAS BEEN ADVISED THAT CERTAIN OF ITS DIRECTORS, EXECUTIVE
OFFICERS AND 10% STOCKHOLDERS INTEND TO TENDER UP TO AN AGGREGATE 1,068,054
SHARES PURSUANT TO THE OFFER. ACCORDINGLY, STOCKHOLDERS SHOULD CONSIDER THE FACT
that the Company will purchase only a portion of the shares tendered by such
stockholder when determining the number of shares to tender, if any. SEE "NUMBER
OF SHARES; PRORATION-SECTION 1."
Questions and requests for assistance or for additional copies of this
Offer to Purchase, the Letter of Transmittal or the Notice of Guaranteed
Delivery may be directed to MacKenzie Partners, Inc. (the "Information Agent")
at its address and telephone number set forth on the back cover of this Offer to
Purchase.
THE CO-DEALER MANAGERS FOR THE OFFER ARE:
[LOGO OF CIBC OPPENHEIMER APPEARS HERE] [LOGO OF HOWE BARNES APPEARS HERE]
CIBC OPPENHEIMER CORP. HOWE BARNES INVESTMENTS, INC.
One World Financial Center 135 S. LaSalle Street, Suite 1500
New York, NY 10281 Chicago, IL 60603
Tel: (212) 667-7000 Tel: 1 (800) 800-4693
May 3, 1999
<PAGE>
IMPORTANT
Any stockholder desiring to tender all or any portion of his Shares
should either (1) complete and sign the Letter of Transmittal or a facsimile
copy thereof in accordance with the instructions in the Letter of Transmittal,
mail or deliver it and any other required documents to IBJ Whitehall Bank &
Trust Company (the Depositary), or to the Oklahoma City trust office of
BancFirst (the Forwarding Agent), and either mail or deliver his stock
certificates for such Shares to the Depositary or the Forwarding Agent or follow
the procedure for book-entry delivery set forth in Section 3, or (2) request his
broker, dealer, commercial bank, trust company or other nominee to effect the
transaction for him. A stockholder having Shares registered in the name of a
broker, dealer, commercial bank, trust company or other nominee must contact
that broker, dealer, commercial bank, trust company or other nominee if such
stockholder desires to tender such Shares. Stockholders who desire to tender
Shares and whose certificates for such Shares are not immediately available or
who cannot comply with the procedure for book-entry transfer by the expiration
of the Offer must tender such Shares by following the procedures for guaranteed
delivery set forth in Section 3. STOCKHOLDERS MUST PROPERLY COMPLETE THE LETTER
OF TRANSMITTAL INCLUDING THE SECTION OF THE LETTER OF TRANSMITTAL RELATING TO
THE PRICE AT WHICH THEY ARE TENDERING SHARES IN ORDER TO EFFECT A VALID TENDER
OF THEIR SHARES.
NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION ON BEHALF OF
THE COMPANY AS TO WHETHER STOCKHOLDERS SHOULD TENDER OR REFRAIN FROM TENDERING
SHARES PURSUANT TO THE OFFER. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THE OFFER OTHER
THAN THOSE CONTAINED IN THIS OFFER TO PURCHASE OR IN THE LETTER OF TRANSMITTAL.
IF GIVEN OR MADE, SUCH RECOMMENDATION, INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY.
ii
<PAGE>
- --------------------------------------------------------------------------------
SUMMARY
This general summary is provided for the convenience of the Company's
stockholders and is qualified in its entirety by reference to the full text and
more specific details of this Offer to Purchase.
Number of Shares to be Purchased....1,000,000 Shares (or such lesser number of
Shares as are validly tendered, subject to
the Minimum Condition).
Purchase Price......................The Company will determine a single per
Share net cash price, not greater than
$38.00 nor less than $34.00 per Share, that
it will pay for Shares validly tendered. All
Shares acquired in the Offer will be
acquired at the Purchase Price even if
tendered below the Purchase Price. Each
stockholder desiring to tender Shares must
specify in the Letter of Transmittal the
minimum price (not greater than $38.00 nor
less than $34.00 per Share, in multiples of
$.25) at which such stockholder is willing
to have Shares purchased by the Company.
How to Tender Shares................See Section 3. Call the Information Agent or
consult your broker for assistance.
Brokerage Commissions...............None.
Stock Transfer Tax..................None, if payment is made to the registered
holder.
Expiration and Proration Dates......Tuesday, June 1, 1999, at 12:00 Midnight,
New York City time, unless extended by the
Company.
Payment Date........................As soon as practicable after the Expiration
Date, as defined in Section 1.
Position of the Company and
its Board of Directors............Neither the Company nor its Board of
Directors makes any recommendation to any
stockholder as to whether to tender or
refrain from tendering Shares.
Withdrawal Rights...................Tendered Shares may be withdrawn at any time
until 12:00 Midnight, New York time, on
Tuesday, June 1, 1999, unless the Offer is
extended by the Company and, unless
previously purchased, after 12:00 Midnight,
New York City time, on Tuesday, June 29,
1999. See Section 4.
Odd Lots............................There will be no proration of Shares
tendered by any stockholder who owns
beneficially fewer than 100 Shares in the
aggregate as of April 30, 1999, and
continues to beneficially own fewer than 100
Shares on the Expiration Date, and who
tenders all of such Shares at or below the
Purchase Price prior to the Expiration Date
and who checks the "Odd Lots" box in the
Letter of Transmittal.
THE COMPANY HAS NOT AUTHORIZED ANY PERSON TO MAKE ANY RECOMMENDATION ON
BEHALF OF THE COMPANY AS TO WHETHER STOCKHOLDERS SHOULD TENDER OR REFRAIN FROM
TENDERING SHARES PURSUANT TO THE OFFER. THE COMPANY HAS NOT AUTHORIZED ANY
PERSON TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION IN CONNECTION WITH
THE OFFER ON BEHALF OF THE COMPANY OTHER THAN THOSE CONTAINED IN THIS OFFER TO
PURCHASE OR IN THE LETTER OF TRANSMITTAL. DO NOT RELY ON ANY SUCH RECOMMENDATION
OR ANY SUCH INFORMATION OR REPRESENTATION, IF GIVEN OR MADE, AS HAVING BEEN
AUTHORIZED BY THE COMPANY.
- --------------------------------------------------------------------------------
iii
<PAGE>
[THIS PAGE INTENTIONALLY LEFT BLANK]
iv
<PAGE>
TABLE OF CONTENTS
Page
----
Summary............................................................... (iii)
Introduction.......................................................... 1
1. Number of Shares; Proration........................................... 3
2. Tenders by Holders of Fewer than 100 Shares........................... 4
3. Procedure for Tendering Shares........................................ 4
4. Withdrawal Rights..................................................... 7
5. Purchase of Shares and Payment of Purchase Price...................... 8
6. Certain Conditions of the Offer....................................... 8
7. Price Range of Shares; Dividends...................................... 10
8. Interest of Directors and Executive Officers; Transactions
and Arrangements Concerning the Shares................................ 10
9. Background and Purpose of Offer....................................... 13
10. Certain Information About the Company................................. 14
11. Source and Amount of Funds............................................ 17
12. Effects of the Offer on the Market for Shares;
Registration Under the Exchange Act................................... 17
13. Certain Legal Matters; Regulatory Approvals........................... 17
14. Certain Federal Income Tax Consequences............................... 18
15. Extension of the Offer; Termination; Amendments....................... 20
16. Fees and Expenses..................................................... 21
17. Miscellaneous......................................................... 21
v
<PAGE>
[THIS PAGE INTENTIONALLY LEFT BLANK]
vi
<PAGE>
TO THE HOLDERS OF COMMON STOCK OF BANCFIRST CORPORATION:
INTRODUCTION
The Company hereby invites its stockholders to tender Shares to the
Company at prices, net to the seller in cash, not greater than $38.00 nor less
than $34.00 per Share, specified by such stockholders, upon the terms and
subject to the conditions set forth in the Offer. The Company will determine a
single per Share Purchase Price (not greater than $38.00 nor less than $34.00
per Share) that it will pay for Shares validly tendered pursuant to the Offer
taking into account the number of Shares so tendered and the prices specified by
tendering stockholders. The Company will select the Purchase Price which will
allow it to buy 1,000,000 Shares (or such lesser number of Shares as are validly
tendered at prices not greater than $38.00 nor less than $34.00 per Share,
subject to the Minimum Condition) pursuant to the Offer. All Shares validly
tendered at prices at or below the Purchase Price will be purchased at the
Purchase Price, net to the seller in cash, upon the terms and subject to the
conditions of the Offer, including the proration terms and Minimum Condition
described below.
THE OFFER IS CONDITIONED UPON THERE BEING VALIDLY TENDERED AND NOT
PROPERLY WITHDRAWN PRIOR TO THE EXPIRATION OF THE OFFER, AT PRICES NOT GREATER
THAN $38.00 PER SHARE NOR LESS THAN $34.00 PER SHARE, A MINIMUM OF 100,000
SHARES, WHICH NUMBER CONSTITUTES APPROXIMATELY 1.05% OF THE SHARES OUTSTANDING
ON MARCH 31, 1999. FOR OTHER CONDITIONS TO THE OFFER, SEE "THE OFFER-SECTION 6."
If, before the Expiration Date (as defined in Section 1), more than
1,000,000 Shares (or such greater number of Shares as the Company may elect to
purchase) are validly tendered at or below the Purchase Price, the Company will
accept Shares for purchase first from all Odd Lot Owners (as defined in Section
2) who validly tender all their Shares at or below the Purchase Price and then
on a pro rata basis, if necessary, from all other stockholders who validly
tender Shares at or below the Purchase Price. See Sections 1 and 2. Certain of
the Company's directors, executive officers and 10% stockholders have indicated
their intention to tender an aggregate 1,047,429 shares pursuant to the Offer.
See Section 8. If all such shares are tendered, proration will occur, although
the actual proration factor to be applied to each tendering stockholder's Shares
will depend on the total number of Shares tendered (excluding Shares tendered
from Odd-Lot Owners). The Company will return all Shares not purchased under the
Offer, including Shares tendered and not withdrawn at prices greater than the
Purchase Price and Shares not purchased because of proration. Tendering
stockholders will not be obligated to pay brokerage fees or commissions,
solicitation fees or, subject to Instruction 7 of the Letter of Transmittal,
stock transfer taxes on the Company's purchase of Shares pursuant to the Offer.
In addition, the Company will pay all fees and expenses of the Depositary and
the Information Agent in connection with the Offer. See Section 16.
NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION
TO ANY STOCKHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING SHARES.
STOCKHOLDERS MUST MAKE THEIR OWN DECISIONS WHETHER TO TENDER SHARES AND, IF SO,
HOW MANY SHARES TO TENDER AND THE PRICE OR PRICES AT WHICH SHARES SHOULD BE
TENDERED. THE COMPANY HAS BEEN ADVISED THAT CERTAIN OF ITS DIRECTORS, EXECUTIVE
OFFICERS AND 10% STOCKHOLDERS INTEND TO TENDER UP TO AN AGGREGATE 1,068,054
SHARES PURSUANT TO THE OFFER. ACCORDINGLY, STOCKHOLDERS SHOULD CONSIDER THE FACT
that the Company will purchase only a portion of the shares tendered by such
stockholder when determining the number of shares to tender, if any. SEE "NUMBER
OF SHARES; PRORATION-SECTION 1."
The Company is making the Offer to promote its long-term objectives of
providing a fair financial return to its stockholders as well as providing those
stockholders who desire to sell their Shares an opportunity to do so at a fair
price. The Company believes that its purchase of Shares represents an attractive
long-term investment that will benefit the Company and its remaining
stockholders. See Section 9.
Even after this share repurchase is completed, the Company will have
ready access to sources of capital sufficient to fund investments in the
business, and to operate its existing business.
<PAGE>
THE OFFER PROVIDES STOCKHOLDERS WHO ARE CONSIDERING A SALE OF ALL OR A
PORTION OF THEIR SHARES THE OPPORTUNITY TO DETERMINE THE PRICE OR PRICES (NOT
GREATER THAN $38.00 NOR LESS THAN $34.00 PER SHARE) AT WHICH THEY ARE WILLING TO
SELL THEIR SHARES AND, IF ANY SUCH SHARES ARE PURCHASED PURSUANT TO THE OFFER,
TO SELL THOSE SHARES FOR CASH WITHOUT THE USUAL TRANSACTION COSTS ASSOCIATED
WITH OPEN-MARKET SALES. IN ADDITION, THE OFFER MAY GIVE STOCKHOLDERS THE
OPPORTUNITY TO SELL SHARES AT PRICES GREATER THAN MARKET PRICES PREVAILING PRIOR
TO ANNOUNCEMENT OF THE OFFER.
As of March 31, 1999, there were 9,321,295 Shares outstanding and
216,854 Shares issuable upon exercise of stock options exercisable within 60
days under the Company's stock option plan. The 1,000,000 Shares that the
Company is offering to purchase represent approximately 10.73% of the Shares
outstanding as of March 31, 1999 and approximately 10.48% of the sum of the
Shares then outstanding and all Shares which may be issuable upon the exercise
of stock options exercisable within 60 days. The Shares are traded on the Nasdaq
National Market System (the "National Market System") under the symbol "BANF."
On April 29, 1999, the closing per Share sales price as reported on the National
Market System was $35. THE COMPANY URGES STOCKHOLDERS TO OBTAIN CURRENT
QUOTATIONS OF THE MARKET PRICE OF THE SHARES.
2
<PAGE>
1. NUMBER OF SHARES; PRORATION.
Upon the terms and subject to the conditions of the Offer, the Company will
accept for payment and purchase 1,000,000 Shares or such lesser number of Shares
as are validly tendered on or prior to the Expiration Date at a price
(determined in the manner set forth below) not greater than $38.00 nor less than
$34.00 per Share. THE TERM "EXPIRATION DATE" MEANS 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON TUESDAY, JUNE 1, 1999, UNLESS THE COMPANY SHALL HAVE EXTENDED THE
PERIOD OF TIME DURING WHICH THE OFFER IS OPEN, IN WHICH EVENT THE TERM
"EXPIRATION DATE" SHALL REFER TO THE LATEST TIME AND DATE AT WHICH THE OFFER, AS
SO EXTENDED BY THE COMPANY, SHALL EXPIRE. See Section 15 for a description of
the Company's right to extend the time during which the Offer is open and to
delay, terminate or amend the Offer. See also Section 6. Subject to Section 2,
if the Offer is oversubscribed, as appears certain if all Shares proposed to be
tendered by certain directors, executive officers and 10% stockholders of the
Company are actually tendered, Shares tendered at or below the Purchase Price
prior to the Expiration Date will be subject to proration. See Section 8. The
proration period also expires on the Expiration Date.
The Company will, upon the terms and subject to the conditions of the Offer,
determine the Purchase Price (not greater than $38.00 nor less than $34.00 per
Share) that it will pay for Shares validly tendered pursuant to the Offer taking
into account the number of Shares so tendered and the prices specified by
tendering stockholders. The Company will select a single per Share Purchase
Price that will allow it to buy 1,000,000 Shares (or such lesser number as are
validly tendered at prices not greater than $38.00 nor less than $34.00 per
Share, subject to the minimum condition) pursuant to the Offer. The Company
reserves the right, in its sole discretion, to purchase more than 1,000,000
Shares pursuant to the Offer.
If (i) the Company increases or decreases the price to be paid for Shares,
increases the number of Shares being sought and any such increase in the number
of Shares being sought exceeds 2% of the outstanding Shares, or decreases the
number of Shares being sought, and (ii) the Offer is scheduled to expire less
than ten business days from and including the date that notice of such increase
or decrease is first published, sent or given in the manner specified in Section
15, the Offer will be extended for ten business days from and including the date
of such notice. For purposes of the Offer, a "business day" means any day other
than a Saturday, Sunday or federal holiday and consists of the time period from
12:01 a.m. through 12:00 midnight, New York City time.
In accordance with Instruction 5 of the Letter of Transmittal, each
stockholder desiring to tender Shares must specify the price or prices (not
greater than $38.00 nor less than $34.00 per Share) at which such stockholder is
willing to have the Company purchase his Shares. All Shares purchased pursuant
to the Offer will be purchased at the Purchase Price. All Shares not purchased
pursuant to the Offer, including Shares tendered at prices greater than the
Purchase Price and Shares not purchased because of proration, will be returned
to the tendering stockholders at the Company's expense as promptly as
practicable following the Expiration Date.
Upon the terms and subject to the conditions of the Offer, including the
Minimum Condition, if the number of Shares validly tendered prior to the
Expiration Date is less than or equal to 1,000,000 Shares (or such greater
number of Shares as the Company may elect to purchase pursuant to the Offer),
the Company will purchase at the Purchase Price all Shares so tendered.
Upon the terms and subject to the conditions of the Offer, in the event that
prior to the Expiration Date more than 1,000,000 Shares (or such greater number
of Shares as the Company elects to purchase) are validly tendered at or below
the Purchase Price, the Company will accept Shares for purchase in the following
order of priority:
(a) first, all Shares validly tendered at or below the Purchase Price
prior to the Expiration Date and not withdrawn by any Odd Lot Owner (as
defined in Section 2) who:
(1) tenders all Shares beneficially owned by such Odd Lot Owner at or
below the Purchase Price (partial tenders will not qualify for this
preference); and
(2) completes the section captioned "Odd Lots" on the Letter of
Transmittal and, if applicable, on the Notice of Guaranteed Delivery;
and
3
<PAGE>
(b) then, after purchase of all of the foregoing Shares, all other Shares
validly tendered at or below the Purchase Price before the Expiration Date
on a pro rata basis, if necessary (with adjustments to avoid purchases of
fractional shares).
In the event that proration of tendered Shares is required, the Company will
determine the final proration factor as promptly as practicable after the
Expiration Date. Certain of the Company's directors, executive officers and 10%
stockholders have indicated their intention to tender an aggregate 1,047,429
shares pursuant to the Offer. See Section 8. If all such shares are tendered,
proration will occur, although the actual proration factor to be applied to each
tendering stockholder's Shares will depend on the total number of Shares
tendered (excluding Shares tendered from Odd-Lot Owners). Proration for each
stockholder tendering Shares other than Odd Lot Owners shall be based on the
ratio of the number of Shares tendered by such stockholder at or below the
Purchase Price to the total number of Shares tendered by all stockholders at or
below the Purchase Price other than Odd Lot Owners. Although the Company does
not expect to be able to announce the final results of such proration until
approximately seven National Market System trading days after the Expiration
Date, it will announce preliminary results of proration by press release as
promptly as practicable after the Expiration Date. Stockholders may obtain such
preliminary information from the Information Agent and may be able to obtain
such information from their brokers or financial advisors.
As described in Section 14, the number of Shares that the Company will
purchase from a stockholder may affect the federal income tax consequences to
the stockholder of such purchase and therefore may be relevant to a
stockholder's decision whether to tender Shares. The Letter of Transmittal
affords each tendering stockholder the opportunity to designate the order of
priority in which Shares tendered are to be purchased in the event of proration.
2. TENDERS BY HOLDERS OF FEWER THAN 100 SHARES.
The Company, upon the terms and subject to the conditions of the Offer,
including the Minimum Condition, will accept for purchase, without proration,
all Shares validly tendered on or prior to the Expiration Date at or below the
Purchase Price by or on behalf of stockholders who beneficially held, as of the
close of business on April 30, 1999, and continue to own beneficially as of the
Expiration Date, an aggregate of fewer than 100 Shares ("Odd Lot Owners"). To
avoid proration, however, an Odd Lot Owner must validly tender at or below the
Purchase Price all Shares that such Odd Lot Owner beneficially owns; partial
tenders will not qualify for this preference. This preference is not available
to holders of 100 or more Shares, even if such holders have separate stock
certificates for fewer than 100 Shares. Any Odd Lot Owner wishing to tender all
Shares beneficially owned by him free of proration pursuant to this Offer must
complete the section captioned "Odd Lots" in the Letter of Transmittal and, if
applicable, on the Notice of Guaranteed Delivery. BY ACCEPTING THE OFFER, A
STOCKHOLDER OWNING FEWER THAN 100 SHARES WOULD NOT ONLY AVOID THE PAYMENT OF
BROKERAGE COMMISSIONS BUT WOULD ALSO AVOID ANY APPLICABLE ODD LOT DISCOUNTS
PAYABLE IN A SALE OF HIS SHARES.
3. PROCEDURE FOR TENDERING SHARES.
PROPER TENDER OF SHARES. For Shares to be validly tendered pursuant to the
Offer:
(a) the certificates for such Shares (or confirmation of receipt of such
Shares pursuant to the procedures for book-entry transfer set forth below),
together with a properly completed and duly executed Letter of Transmittal
(or facsimile thereof) with any required signature guarantees, and any other
documents required by the Letter of Transmittal, must be received on or
before the Expiration Date by the Depositary or the Forwarding Agent at one
of their respective addresses set forth on the back cover of this Offer to
Purchase; or
(b) the tendering stockholder must comply with the guaranteed delivery
procedure set forth below.
AS SPECIFIED IN INSTRUCTION 5 OF THE LETTER OF TRANSMITTAL, EACH STOCKHOLDER
DESIRING TO TENDER SHARES PURSUANT TO THE OFFER MUST PROPERLY INDICATE IN THE
SECTION CAPTIONED "PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING
4
<PAGE>
TENDERED" ON THE LETTER OF TRANSMITTAL THE PRICE (IN MULTIPLES OF $.25) AT WHICH
HIS SHARES ARE BEING TENDERED; PROVIDED, HOWEVER, THAT AN ODD LOT OWNER MAY
CHECK THE BOX IN THE SECTION ENTITLED "ODD LOTS" INDICATING THAT HE IS TENDERING
ALL OF HIS SHARES AT THE PURCHASE PRICE. STOCKHOLDERS DESIRING TO TENDER SHARES
AT MORE THAN ONE PRICE MUST COMPLETE SEPARATE LETTERS OF TRANSMITTAL FOR EACH
PRICE AT WHICH SHARES ARE BEING TENDERED, EXCEPT THAT THE SAME SHARES CANNOT BE
TENDERED (UNLESS PROPERLY WITHDRAWN PREVIOUSLY IN ACCORDANCE WITH THE TERMS OF
THE OFFER) AT MORE THAN ONE PRICE. IN ORDER TO VALIDLY TENDER SHARES, ONE AND
ONLY ONE PRICE BOX MUST BE CHECKED IN THE APPROPRIATE SECTION ON EACH LETTER OF
TRANSMITTAL.
In addition, Odd Lot Owners who tender all of their Shares must complete the
section entitled "Odd Lots" in the Letter of Transmittal and, if applicable, on
the Notice of Guaranteed Delivery in order to qualify for the preferential
treatment available to Odd Lot Owners as set forth in Section 1.
SIGNATURE GUARANTEES AND METHOD OF DELIVERY. No signature guarantee is
required on the Letter of Transmittal (i) if the Letter of Transmittal is signed
by the registered holder of the Shares exactly as the name of the registered
holder (which term, for purposes of this Section 3, includes any participant in
The Depository Trust Company (the "Book-Entry Transfer Facility") whose name
appears on a security position listing as the holder of the Shares) appears on
the certificate tendered therewith, and payment and delivery are to be made
directly to such registered holder, or (ii) if Shares are tendered for the
account of a member firm of a registered national securities exchange or the
National Association of Securities Dealers, Inc. or by a commercial bank or
trust company having an office, branch or agency in the United States which is a
member of one of the Stock Transfer Association's approved medallion programs
(such as Securities Transfer Agents Medallion Program, the New York Stock
Exchange Medallion Signature Program or the Stock Exchange Medallion Program)
(each such entity, an "Eligible Institution"). In all other cases, all
signatures on the Letter of Transmittal must be guaranteed by an Eligible
Institution. See Instruction 1 of the Letter of Transmittal. If a certificate
representing Shares is registered in the name of a person other than the signer
of a Letter of Transmittal, or if payment is to be made, or Shares not purchased
or tendered are to be issued, to a person other than the registered holder, the
certificate must be endorsed or accompanied by an appropriate stock power, in
either case signed exactly as the name of the registered holder appears on the
certificate, with the signature on the certificate or stock power guaranteed by
an Eligible Institution. In all cases, payment for Shares tendered and accepted
for payment pursuant to the Offer will be made only after timely receipt by the
Depositary or the Forwarding Agent of certificates for such Shares (or a timely
confirmation of a book-entry transfer of such Shares into the Depositary's
account at the Book-Entry Transfer Facility), a properly completed and duly
executed Letter of Transmittal (or facsimile thereof) with any required
signature guarantees and any other documents required by the Letter of
Transmittal.
THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING STOCK CERTIFICATES, THE
LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, IS AT THE ELECTION AND
RISK OF THE TENDERING STOCKHOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH
RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES,
SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE TIMELY DELIVERY.
FEDERAL INCOME TAX BACKUP WITHHOLDING. To prevent federal income tax backup
withholding equal to 31% of the gross payments made pursuant to the Offer, each
stockholder who does not otherwise establish an exemption from such withholding
must notify the Depositary of such stockholder's correct taxpayer identification
number (or certify that such taxpayer is awaiting a taxpayer identification
number) and provide certain other information by completing a Substitute Form W-
9 (included in the Letter of Transmittal). Foreign stockholders may be required
to submit Form W-8, certifying non-United States status, in order to avoid
backup withholding. See Instructions 12 and 13 of the Letter of Transmittal.
EACH STOCKHOLDER SHOULD CONSULT HIS OWN TAX ADVISOR AS TO WHETHER SUCH
STOCKHOLDER IS SUBJECT TO OR EXEMPT FROM FEDERAL INCOME TAX WITHHOLDING.
For a discussion of certain other federal income tax consequences to
tendering stockholders, see Section 14.
5
<PAGE>
BOOK-ENTRY DELIVERY. The Depositary will establish an account with respect
to the Shares at the Book-Entry Transfer Facility for purposes of the Offer
within two business days after the date of this Offer to Purchase. Any financial
institution that is a participant in the Book-Entry Transfer Facility's system
may make book-entry delivery of the Shares by causing such facility to transfer
such Shares into the Depositary's account in accordance with such facility's
procedure for such transfer. Even though delivery of Shares may be effected
through book-entry transfer into the Depositary's account at the Book-Entry
Transfer Facility, a properly completed and duly executed Letter of Transmittal
(or facsimile thereof), with any required signature guarantees and other
required documents must, in any case, be transmitted to and received by the
Depositary or the Forwarding Agent at their respective addresses set forth on
the back cover of this Offer to Purchase prior to the Expiration Date, or the
guaranteed delivery procedure set forth below must be followed. DELIVERY OF THE
LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS TO THE BOOK-ENTRY
TRANSFER FACILITY DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY OR THE
FORWARDING AGENT.
GUARANTEED DELIVERY. If a stockholder desires to tender Shares pursuant to
the Offer and such stockholder's certificates are not immediately available (or
the procedures for book-entry transfer cannot be completed on a timely basis) or
time will not permit all required documents to reach the Depositary or the
Forwarding Agent by the Expiration Date, such Shares may nevertheless be
tendered provided that all of the following conditions are satisfied:
(a) such tender is made only at the principal office of the Depositary by
or through an Eligible Institution;
(b) the Depositary receives at its principal place of business in New York,
New York (by hand, mail or telegram), on or prior to the Expiration Date, a
properly completed and duly executed Notice of Guaranteed Delivery
substantially in the form the Company has provided with this Offer to
Purchase (indicating the price at which the Shares are being tendered) which
includes a guarantee by an Eligible Institution in the form set forth in
such Notice; and
(c) the certificates for all tendered Shares in proper form for transfer
(or confirmation of book-entry transfer of such Shares into the Depositary's
account at the Book-Entry Transfer Facility), together with a properly
completed and duly executed Letter of Transmittal (or facsimile thereof) and
any other documents required by the Letter of Transmittal, are received by
the Depositary within three National Market System trading days after the
date the Depositary receives such Notice of Guaranteed Delivery. Delivery to
any office of the Depositary other than its principal office in New York,
New York, or delivery to the Forwarding Agent, does not constitute delivery
for the purpose of satisfying a guaranteed delivery.
COMPANY STOCK OPTION PLANS. Holders of options who wish to participate in
the Offer may either (i) comply with the procedure for guaranteed delivery set
forth above without having to exercise their options until after the results of
the Offer are known (provided, however, that an option holder will not be
required to make the requisite tender through an Eligible Institution and may
personally execute and deliver the Notice of Guaranteed Delivery) or (ii)
exercise their options and purchase Shares of the Company's common stock and
then tender the Shares pursuant to the Offer, provided that, in the case of
either (i) or (ii), any exercise of an option and tender of Shares is in
accordance with the terms of the option plans and the options. The Company is
not offering, as part of the Offer, to purchase any options outstanding under
the Company's stock option plans and tenders of options will not be accepted. In
no event are any options to be delivered to the Depositary in connection with a
tender of Shares hereunder. An exercise of an option cannot be revoked even if
Shares received upon the exercise and tendered in the Offer are not purchased in
the Offer for any reason.
DETERMINATION OF VALIDITY; REJECTION OF SHARES; WAIVER OF DEFECTS; NO
OBLIGATION TO GIVE NOTICE OF DEFECTS. All questions as to the number of Shares
to be accepted, the price to be paid therefor, the form of documents and the
validity, form, eligibility (including the time of receipt) and acceptance for
payment of any tender of Shares will be determined by the Company, in its sole
discretion, which determination shall be final and binding on all parties. The
Company reserves the absolute right to reject any or all tenders it determines
not to be in proper form or the acceptance of or payment for which may in the
opinion of the Company's counsel be unlawful. The Company also reserves the
absolute right to waive any of the conditions of the Offer or any defect or
irregularity in the tender of any particular Shares. No tender of Shares will be
deemed to be
6
<PAGE>
validly made until all defects and irregularities have been cured or waived.
None of the Company, the Depositary, the Forwarding Agent, the Information Agent
or any other person is or will be obligated to give notice of any defects or
irregularities in tenders, and none of them will incur any liability for failure
to give such notice.
TENDER CONSTITUTES AN AGREEMENT. The Company's acceptance for payment of
Shares tendered pursuant to the Offer will constitute a binding agreement
between the tendering stockholder and the Company upon the terms and subject to
the conditions of the Offer.
It is a violation of Rule 14e-4 promulgated under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), for a person (directly or
indirectly) to tender Shares for his own account unless, at the time of tender
and at the end of the proration period (including any extension thereof), the
person so tendering (i) has a net long position equal to or greater than the
amount of (x) Shares tendered or (y) other securities immediately convertible
into, exercisable for, or exchangeable for the amount of Shares tendered and
will acquire such Shares for tender by conversion, exercise or exchange of such
other securities and (ii) will cause such Shares to be delivered in accordance
with the terms of the Offer. Rule 14e-4 provides a similar restriction
applicable to the tender or guarantee of a tender on behalf of another person.
The tender of Shares pursuant to any one of the procedures described above
will constitute the tendering stockholder's acceptance of the terms and
conditions of the Offer as well as the tendering stockholder's representation
and warranty that (i) such stockholder has a net long position in the Shares
being tendered within the meaning of Rule 14e-4 and (ii) the tender of such
Shares complies with Rule 14e-4.
4. WITHDRAWAL RIGHTS.
Except as otherwise provided in this Section 4, the tender of Shares
pursuant to the Offer is irrevocable. Shares tendered pursuant to the Offer may
be withdrawn at any time prior to the Expiration Date and, unless theretofore
accepted for payment by the Company, may also be withdrawn after 12:00 midnight,
New York City time, on Tuesday, June 29, 1999.
For a withdrawal to be effective, the Depositary must timely receive (at one
of its addresses set forth on the back cover of this Offer to Purchase) a
written notice of withdrawal. Such notice of withdrawal must specify the name of
the person who tendered the Shares to be withdrawn, the number of Shares to be
withdrawn and the name of the registered holder, if different from that of the
person who tendered such Shares. If the certificates have been delivered or
otherwise identified to the Depositary or the Forwarding Agent, then, prior to
the release of such certificates, the tendering stockholder must also submit the
serial numbers shown on the particular certificates evidencing the Shares to be
withdrawn and the signature on the notice of withdrawal must be guaranteed by an
Eligible Institution (except in the case of Shares tendered by an Eligible
Institution). All questions as to the form and validity (including time of
receipt) of notices of withdrawal will be determined by the Company, in its sole
discretion, which determination shall be final and binding on all parties. None
of the Company, the Depositary, the Forwarding Agent, the Information Agent or
any other person is or will be obligated to give any notice of any defects or
irregularities in any notice of withdrawal, and none of them will incur any
liability for failure to give such notice. Any Shares properly withdrawn will
thereafter be deemed not validly tendered for purposes of the Offer. Withdrawn
Shares may, however, be retendered by the Expiration Date by again following any
of the procedures described in Section 3.
If the Company extends the Offer, is delayed in its purchase of Shares or is
unable to purchase Shares pursuant to the Offer for any reason, then, without
prejudice to the Company's rights under the Offer, the Depositary may, subject
to applicable law, retain on behalf of the Company all tendered Shares, and the
Shares may not be withdrawn except to the extent tendering stockholders are
entitled to withdrawal rights as described in this Section 4.
7
<PAGE>
5. PURCHASE OF SHARES AND PAYMENT OF PURCHASE PRICE.
Upon the terms and subject to the conditions of the Offer, the Company
will determine the Purchase Price it will pay for validly tendered Shares taking
into account the number of Shares tendered and the prices specified by tendering
stockholders and will accept for payment (and thereby purchase) Shares validly
tendered at or below the Purchase Price as soon as practicable after the
Expiration Date. For purposes of the Offer, the Company will be deemed to have
accepted for payment (and therefore purchased) Shares which are tendered at or
below the Purchase Price and not withdrawn when, as and if it gives oral or
written notice to the Depositary of its acceptance of such Shares for payment
pursuant to the Offer, subject to the Minimum Condition or proration terms, as
applicable.
Upon the terms and subject to the conditions of the Offer (including
proration and the Minimum Condition), the Company will purchase and pay a single
per Share Purchase Price for 1,000,000 Shares (subject to increase or decrease
as provided in Section 1 and Section 15) or such lesser number of Shares as are
validly tendered at prices not greater than $38.00 nor less than $34.00 per
Share, as promptly as practicable after the Expiration Date.
Payment for Shares purchased pursuant to the Offer will be made by
depositing the aggregate Purchase Price therefor with the Depositary, which will
act as agent for tendering stockholders solely for the purpose of receiving
payment from the Company and transmitting payment to the tendering stockholders.
In the event of proration, the Company will determine the proration
factor and pay for those tendered Shares accepted for payment as soon as
practicable after the Expiration Date; however, the Company does not expect to
be able to announce the final results of any such proration until approximately
seven National Market System trading days after the Expiration Date.
Certificates for all Shares not purchased, including all Shares tendered at
prices greater than the Purchase Price and Shares not purchased due to
proration, will be returned (or, in the case of Shares tendered by book-entry
transfer, such Shares will be credited to the account maintained with the
Book-Entry Transfer Facility by the participant therein who so delivered such
Shares) as soon as practicable after the Expiration Date or termination of the
Offer without expense to the tendering stockholder. Under no circumstances will
the Company pay interest on the Purchase Price. In addition, if certain events
occur, the Company may not be obligated to purchase Shares pursuant to the
Offer. See Section 6.
The Company will all stock transfer taxes, if any, payable on the
transfer to it of Shares purchased pursuant to the Offer; provided, however,
that (i) if payment of the Purchase Price is to be made to, or (ii) (in the
circumstances permitted by the Offer) if unpurchased Shares are to be registered
in the name of, any person other than the registered owner, or if tendered
certificates are registered in the name of any person other than the person
signing the Letter of Transmittal, the amount of all stock transfer taxes, if
any (whether imposed on the registered owner or such other person), payable on
account of the transfer to such person will be deducted from the Purchase Price
unless evidence satisfactory to the Company of the payment of such taxes or
exemption therefrom is submitted. See Instruction 7 of the Letter of
Transmittal.
THE COMPANY MAY BE REQUIRED TO WITHHOLD AND REMIT TO THE INTERNAL
REVENUE SERVICE (THE "IRS"), 31% OF THE GROSS PROCEEDS PAID TO ANY TENDERING
STOCKHOLDER OR OTHER PAYEE WHO FAILS TO COMPLETE FULLY AND SIGN THE SUBSTITUTE
FORM W-9 INCLUDED IN THE LETTER OF TRANSMITTAL. SEE SECTION 3.
6. CERTAIN CONDITIONS OF THE OFFER.
Notwithstanding any other provision of the Offer, the Company shall not
be required to accept for payment, purchase or pay for any Shares tendered, and
may terminate or amend the Offer or may postpone the acceptance for payment of,
the purchase of and the payment for, Shares tendered if at any time on or after
May 3, 1999, and at or before the time of purchase of any such Shares, any of
the following events shall have occurred (or shall have been determined by the
Company to have occurred) which, in the Company's sole judgment in any such case
and regardless of the circumstances (including any action or omission to act by
the Company), makes it inadvisable to proceed with the Offer or with such
purchase or payment:
(a) there shall have been threatened, instituted or pending any action
or proceeding by any government or governmental, regulatory or
administrative agency or authority or tribunal or any other
8
<PAGE>
person, domestic or foreign, or before any court or governmental,
regulatory or administrative authority or agency or tribunal, domestic
or foreign, which:(1) challenges, seeks to make ill egal, delays or
otherwise, directly or indirectly, restrains or prohibits the making of
the Offer, the acquisition of Shares pursuant to the Offer or otherwise
relates in any manner to or affects the Offer or (2) in the Company's
sole judgment, could materially affect the business, condition
(financial or other), income, operations or prospects of the Company and
its subsidiaries, taken as a whole, or otherwise materially impair in
any way the contemplated future conduct of the business of the Company
or any of its subsidiaries or materially impair the Offer's contemplated
benefits to the Company; or
(b) there shall have been any action threatened, instituted, pending or
taken, or approval withheld, or any statute, rule, regulation, judgment,
order or injunction threatened, proposed, sought, promulgated, enacted,
entered, amended, enforced or deemed to be applicable to the Offer or
the Company or any of its subsidiaries, by any court or any government
or governmental, regulatory or administrative authority or agency or
tribunal, domestic or foreign, which, in the Company's sole judgment,
would or might directly or indirectly: (1) challenge, seek to make
illegal, delay or otherwise, directly or indirectly, restrain or
prohibit the making of the Offer, the acquisition of Shares pursuant to
the Offer or otherwise relate in any manner to or affect the Offer or
(2) materially affect the business, condition (financial or other),
income, operations or prospects of the Company and its subsidiaries,
taken as a whole, or otherwise materially impair in any way the
contemplated future conduct of the business of the Company or any of its
subsidiaries or materially impair the Offer's contemplated benefits to
the Company; or
(c) there shall have occurred: (1) the declaration of any banking
moratorium or suspension of payments in respect of banks in the United
States, (2) any general suspension of trading in, or limitation on
prices for, securities on any United States national securities exchange
or in the over-the-counter market, (3) the commencement of a war, armed
hostilities or any other national or international crisis directly or
indirectly involving the United States, (4) any limitation (whether or
not mandatory) by any governmental, regulatory or administrative agency
or authority on, or any event which, in the Company's sole judgment,
might affect, the extension of credit by banks or other lending
institutions in the United States, (5) any significant decrease in the
market price of the Shares or in the general level of market prices of
equity securities in the United States or abroad, (6) any change in the
general political, market, economic or financial conditions in the
United States or abroad that could have a material adverse effect on the
Company's business, operations or prospects or the trading in the Shares
or that, in the sole judgment of the Company, makes it inadvisable to
proceed with the Offer or (7) in the case of any of the foregoing
existing at the time of the commencement of the Offer, in the Company's
sole judgment, a material acceleration or worsening thereof; or
(d) any change shall have occurred or be threatened in the business,
condition (financial or other), income, operations, Share ownership or
prospects of the Company and its subsidiaries, taken as a whole, which,
in the Company's sole judgment, is or may be material to the Company or
any other event shall have occurred which, in the Company's sole
judgment, materially impairs the Offer's contemplated benefits to the
Company; or
(e) a tender or exchange offer for any or all of the Shares (other than
the Offer), or any merger, business combination or other similar
transaction with or involving the Company or any subsidiary, shall have
been proposed, announced or made by any person; or
(f) (1) any entity, "group" (as that term is used in Section 13(d)(3)
of the Exchange Act) or person shall have acquired or proposed to
acquire beneficial ownership of more than 5% of the outstanding Shares
(other than any such person, entity or group who has filed a Schedule
13D or Schedule 13G with the Securities and Exchange Commission (the
"Commission") before April 30, 1999, (2) any such entity, group or
person who has filed a Schedule 13D or Schedule 13G with the Commission
before April 30, 1999 shall have acquired or proposed to acquire
beneficial ownership of an additional 2% or more of the outstanding
Shares or (3) any person, entity or group shall have filed a
Notification and Report Form under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 or made a public announcement reflecting an
intent to acquire the Company or any of its subsidiaries or any of their
respective assets or securities.
9
<PAGE>
The foregoing conditions are for the Company's sole benefit and may be
asserted by the Company regardless of the circumstances giving rise to any such
condition (including any action or inaction by the Company) or may be waived by
the Company in whole or in part. The Company's failure at any time to exercise
any of the foregoing rights shall not be deemed a waiver of any such right and
each such right shall be deemed an ongoing right which may be asserted at any
time and from time to time. Any determination by the Company concerning the
events described in this Section 6 shall be final and shall be binding on all
parties.
7. PRICE RANGE OF SHARES; DIVIDENDS.
The Shares are traded on the National Market System under the symbol
"BANF." The following table sets forth for the calendar periods indicated the
high and low per Share sales prices on the National Market System as reported in
published financial sources.
Price Range Cash Dividends
Declared
--------------------
High Low
------------------------------------
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
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
Fourth Quarter... 34 3/4 31 9/16 0.12
1998
- ----
First Quarter.... 40 5/8 32 7/8 0.12
Second Quarter... 48 1/4 39 1/2 0.12
Third Quarter.... 47 1/4 33 0.12
Fourth Quarter... 41 1/8 34 1/2 0.14
1999
- ----
First Quarter.... 36 3/8 32 55/64 0.14
On April 29, 1999, the closing per Share sales price as reported on the
National Market System was $35. THE COMPANY URGES STOCKHOLDERS TO OBTAIN CURRENT
QUOTATIONS OF THE MARKET PRICE OF THE SHARES.
8. INTEREST OF DIRECTORS AND EXECUTIVE OFFICERS; TRANSACTIONS AND
ARRANGEMENTS CONCERNING THE SHARES
As of March 31, 1999, the Company had issued and outstanding 9,321,295
Shares, and had reserved 216,854 Shares for issuance upon exercise of currently
exercisable stock options. The 1,000,000 Shares that the Company is offering to
purchase represent approximately 10.73% of the Shares outstanding as of March
31, 1999 and approximately 10.48% of the sum of the Shares then outstanding and
all Shares which may be issuable upon the exercise of stock options exercisable
within 60 days. As of March 31, 1999, the Company's directors and executive
officers as a group (23 persons) beneficially owned an aggregate of 3,902,740
Shares (including 58,750 Shares covered by currently exercisable options granted
under the Company's various stock option plans, but excluding 89,124 Shares held
by the BancFirst Corporation Employee Stock Ownership and Thrift Plan (the
"ESOP") and allocated to the accounts of such persons), representing
10
<PAGE>
approximately 41.61% of the outstanding Shares, assuming the exercise of the
options by such persons. As of March 31, 1999, the ESOP held 559,276 Shares,
representing approximately 6% of the shares outstanding. However, the ESOP does
not provide for participant direction of plan investments attributable to
employer contributions, such as Company common stock. Accordingly, plan
participants, with the one exception noted below, have no right to direct the
trustee(s) of the ESOP to tender Shares in their accounts. ESOP plan
participants who are "terminated plan participants" and who have an account
balance of more than $5,000 are eligible for distribution of stock allocated to
their respective ESOP accounts and, accordingly, such participants will be
permitted to direct the trustee(s) of the ESOP to tender Shares in their
accounts, to specify the price at which such Shares (if any) are to be tendered
and to receive tender offer materials in connection therewith. An aggregate of
24,981 Shares are held by terminated plan participants.
Neither the Company, nor any subsidiary of the Company nor, to the best
of the Company's knowledge, any of the Company's directors or executive
officers, nor any affiliates of any of the foregoing, had any transactions
involving the Shares during the 40 business days prior to the date hereof.
Executive officers and directors of the Company may participate in the
Offer on the same basis as the Company's other shareholders. THE COMPANY HAS
BEEN ADVISED THAT CERTAIN OF ITS DIRECTORS, EXECUTIVE OFFICERS AND 10%
STOCKHOLDERS INTEND TO TENDER UP TO AN AGGREGATE 1,068,054 SHARES PURSUANT TO
THE OFFER. ACCORDINGLY, STOCKHOLDERS SHOULD CONSIDER THE FACT that the Company
will purchase only a portion of the shares tendered by such stockholder when
determining the number of shares to tender, if any. SEE "NUMBER OF SHARES;
PRORATION-SECTION 1."
The table below sets forth, for each executive officer and director of
the Company and all directors and executive officers of the Company as a group,
the number of Shares owned by each such person (including Shares that could be
acquired upon the exercise of currently exercisable stock options, but excluding
an aggregate 89,124 Shares held under the ESOP for which no participant
direction can be made), the percent of Shares owned to the total number of
Shares outstanding, the number of Shares for which the named executive officer
or director has indicated his intention to tender pursuant to the Offer and the
percent of Shares owned after the Offer to the total number of Shares
outstanding. The number of Shares for which the named executive officer or
director has indicated an intention to tender is based on the present intention
of the named individual and each such individual reserves the right to tender
all or a portion of the Shares beneficially owned by him.
<TABLE>
<CAPTION>
Amount of
Name Beneficial Ownership Percent Shares of be Percent of Class
---- Subject to Offer of Class Tendered After Offer (a)
---------------- -------- -------- ---------------
<S> <C> <C> <C> <C>
Marion C. Bauman --- --- --- ---
C. L. Craig, Jr. 330,935/(1)/ 3.6% 81,400 2.99%
Jim Daniel 300 * --- *
Roy Ferguson 35,340/(2)/ .38% 20,000 .18%
Randy P. Foraker 1,755/(3)/ .02% --- .02%
K. Gordon Greer 21,420/(4)/ .26% --- .26%
Robert A. Gregory 15,000/(5)/ .16% 5,000 .12%
Jay Hannah 391/(6)/ * --- *
John T. Hannah 350/(7)/ * --- *
John C. Hugon 46,317/(8)/ .50% --- .56%
J. R. Hutchens, Jr. 60,000/(9)/ .64% --- .72%
William O. Johnstone 2,000/(10)/ .02% --- .02%
J. Ralph McCalmont 132,506/(11)/ 1.42% 15,000 1.41%
T. H. McCasland, Jr. 2,597/(12)/ .03% --- .03%
Melvin Moran 90,356/(13)/ .97% --- 1.09%
Dennis Murphy 1,000/(14)/ .01% --- .01%
Bob Neville 7,681/(15)/ .08% --- .09%
Paul B. Odom, Jr. --- --- --- ---
Dale Petersen --- /(16)/ --- --- ---
</TABLE>
11
<PAGE>
<TABLE>
<CAPTION>
Amount of
Name Beneficial Ownership Percent Shares of be Percent of Class
---- Subject to Offer of Class Tendered After Offer (a)
---------------- -------- -------- ---------------
<S> <C> <C> <C> <C>
David E. Rainbolt 3,149,117/(17)/ 33.78% --- 37.84%
H. E. Rainbolt --- /(18)/ --- --- ---
Mike Rogers 2,475/(19)/ .03% 1,250 .01%
Joe T. Shockley, Jr. 3,200/(20)/ .03% --- .04%
All directors and executive
officers as a group 3,902,740/(21)/ 41.61% 122,650 45.43%
(23 persons)
_________________________
</TABLE>
(a) Assumes that 1,000,000 Shares are purchased pursuant to the Offer.
* Less than 0.01%.
(1) Of such Shares, 983 shares are owned directly by Mr. Craig and 329,952
shares are deemed to be beneficially owned by Mr. Craig as a co-trustee of
The Cleo L. Craig Trust (54,162 Shares) and The Cleo L. Craig
Grandchildrens Trust (275,790 Shares). C. L. Craig, a director of the
Company, has indicated his intention, as trustee of such trusts, to tender
81,400 shares owned by such trusts. However, the other co-trustee of the
trusts has not been queried as to his intention regarding the trusts'
Shares and, accordingly, there can be no assurance as to whether the
trustees, who must be in agreement regarding any disposition of Shares
from the trusts, will in fact tender the shares that C. L. Craig has
indicated will be tendered pursuant to the Offer.
(2) Includes 20,000 shares subject to exercisable options, but does not
include 2,096 Shares held by the ESOP and allocated to the account of Mr.
Ferguson.
(3) The number in the above table does not include 5,708 Shares held by the
ESOP and allocated to the account of Mr. Foraker.
(4) Includes 20,000 Shares subject to exercisable options, but does not include
240 Shares held by the ESOP and allocated to the account of Mr. Greer.
(5) Includes 15,000 Shares subject to exercisable options, but does not include
4,194 Shares held by the ESOP and allocated to the account of Mr. Gregory.
(6) The number in the above table does not include 5,242 Shares held by the
ESOP and allocated to the account of Mr. Hannah.
(7) The number in the above table does not include one Share held by the ESOP
and allocated to the account of Mr. Hannah.
(8) Includes 37,846 Shares that are held in The Marilyn M. Hugon Revocable
Trust, the beneficiary of which is Mr. Hugon's wife.
(9) Shares are held jointly with Mr. Hutchens' wife.
(10) Shares are held by a corporation of which Mr. Johnstone is a controlling
stockholder.
(11) The number in the above table does not include 17,420 Shares held by the
ESOP and allocated to the account of Mr. McCalmont.
(12) 1,742 Shares are owned directly by Mr. McCasland and 1,078 Shares are
deemed beneficially owned by Mr. McCasland as co-trustee of The Diane Mauer
Trust, the bene ficiary of which is an immediate family member of Mr.
McCasland.
(13) Includes 45,000 Shares held directly by Mr. Moran's wife.
(14) Includes 1,000 Shares subject to exercisable options, but does not include
1,964 Shares held by the ESOP and allocated to the account of Mr. Murphy.
(15) Includes 1,500 Shares subject to exercisable options, but does not include
5,308 Shares held by the ESOP and allocated to the account of Mr. Neville.
(16) The number in the above table does not include 6,036 Shares held by the
ESOP and allocated to the account of Mr. Petersen.
(17) Shares shown as beneficially owned by David E. Rainbolt include 3,117,820
Shares held by R. Banking Limited Partnership, a family partnership of
which Mr. Rainbolt is the general partner. The number in the above table
does not include 10,224 Shares held by the ESOP and allocated to the
account of Mr. Rainbolt.
(18) The number in the above table does not include 26,294 Shares held by the
ESOP and allocated to the account of Mr. Rainbolt.
(19) Includes 1,250 Shares subject to exercisable options, but does not include
4,027 Shares held by the ESOP and allocated to the account of Mr. Rogers.
12
<PAGE>
(20) The number in the above table does not include 370 Shares held by the ESOP
and allocated to the account of Mr. Shockley.
(21) Includes 58,750 Shares subject to exercisable options, but does not include
89,124 Shares held by the ESOP and allocated to the respective accounts of
the group members.
Additionally, Investors Trust Company, an Oklahoma-chartered trust
company, acts as trustee or co-trustee of various trusts which, in the
aggregate, own 1,282,663 Shares, representing approximately 13.76% of the total
Shares outstanding at March 31, 1999. T. H. McCasland, Jr. and John C. Hugon,
directors of the Company, are stockholders of Investors Trust Company and serve
on its Board of Directors. As directors of Investors Trust Company, Messrs.
McCasland and Hugon intend to recommend that the various trusts for which
Investors Trust Company acts as trustee tender up to 945,404 Shares. If all such
Shares are tendered, and assuming that 1,000,000 Shares are purchased pursuant
to the Offer (without consideration of proration), Investors Trust Company would
have beneficial ownership of 337,259 Shares after the Offer (approximately 4.05%
of the then outstanding Shares).
Except for outstanding options to purchase Shares granted to certain
employees (including executive officers) of the Company, and except as otherwise
described herein, neither the Company nor, to the best of the Company's
knowledge, any of its affiliates, directors or executive officers, or any of the
directors or executive officers of any of its affiliates, is a party to any
contract, arrangement, understanding or relationship with any other person
relating, directly or indirectly, to the Offer with respect to any securities of
the Company including, but not limited to, any contract, arrangement,
understanding or relationship concerning the transfer or the voting of any such
securities, joint ventures, loan or option arrangements, puts or calls,
guaranties of loans, guaranties against loss or the giving or withholding of
proxies, consents or authorizations.
Except as disclosed in this Offer, the Company has no plans or proposals
which relate to or would result in: (a) the acquisition by any person of
additional securities of the Company or the disposition of securities of the
Company; (b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or its subsidiary; (c) a
sale or transfer of a material amount of assets of the Company or its
subsidiary; (d) any change in the present Board of Directors or management of
the Company; (e) any material change in the present dividend rate or policy, or
indebtedness or capitalization of the Company; (f) any other material change in
the Company's corporate structure or business; (g) any change in the Company's
Articles of Incorporation or Bylaws or any actions which may impede the
acquisition of control of the Company by any person; (h) a class of equity
security of the Company being delisted from a national securities exchange; (i)
a class of equity securities of the Company becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Exchange Act; or (j) the
suspension of the Company's obligation to file reports pursuant to Section 15(d)
of the Exchange Act.
9. BACKGROUND AND PURPOSE OF THE OFFER.
The Company believes that the repurchase of Company common stock is
consistent with the Company's long-term goal of increasing stockholder value.
Over the past few years, the Company's profitable operations have increased
capital in excess of regulatory standards, and the amount of capital on hand now
is more than needed to support the Company's banking business. After considering
other alternatives, the Company's management and its board of directors believe
that reducing outstanding capital by this repurchase will maximize stockholder
value in the long term.
The result of the offer and reduction in capital should increase return
on equity and earnings per share by reducing the amount of equity and shares
outstanding. We hope the offer also will provide immediate liquidity for
shareholders who need it. We believe that remaining capital and future earnings
will be adequate to meet funding needs for the foreseeable future. After
completion of the offer, we expect that BancFirst will continue to maintain the
highest regulatory standard for capital, which is designated as "well
capitalized" by the Federal Deposit Insurance Corporation.
Even after this share repurchase is completed, the Company will have
ready access to sources of capital sufficient to fund investments in the
business, and to operate its existing business.
The Offer provides stockholders who are considering a sale of all or a
portion of their Shares the opportunity to determine the price or prices (not
greater than $38.00 nor less than $34.00 per Share) at which they are willing to
sell their Shares and, if any such Shares are purchased pursuant to the Offer,
to sell those Shares for cash without the usual transaction costs associated
with open-market sales. The Offer also allows stockholders to
13
<PAGE>
sell a portion of their Shares while retaining a continuing equity interest in
the Company if they so desire. ANY STOCKHOLDERS OWNING AN AGGREGATE OF LESS THAN
100 SHARES WHOSE SHARES ARE PURCHASED PURSUANT TO THE OFFER NOT ONLY WILL AVOID
ANY PAYMENT OF BROKERAGE COMMISSIONS, BUT ALSO WILL AVOID ANY APPLICABLE ODD LOT
DISCOUNTS PAYABLE ON SALES OF ODD LOTS. In addition, the Offer may give
stockholders the opportunity to sell Shares at prices greater than market prices
prevailing prior to the announcement of the Offer.
NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION
TO ANY STOCKHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING ANY OR ALL
OF SUCH STOCKHOLDER'S SHARES AND HAS NOT AUTHORIZED ANY PERSON TO MAKE ANY SUCH
RECOMMENDATION. STOCKHOLDERS ARE URGED TO EVALUATE CAREFULLY ALL INFORMATION IN
THE OFFER, CONSULT THEIR OWN INVESTMENT AND TAX ADVISORS AND MAKE THEIR OWN
DECISIONS WHETHER TO TENDER SHARES AND, IF SO, HOW MANY SHARES TO TENDER AND THE
PRICE OR PRICES AT WHICH SHARES SHOULD BE TENDERED.
Shares the Company acquires pursuant to the Offer become authorized but
unissued shares and will be held in the Company's treasury and will be available
for the Company to issue without further stockholder action (except as required
by applicable law or the rules of any securities exchange, including the
National Market System, on which the Shares are listed). Such Shares could be
issued without stockholder approval for such purposes as, among others, the
acquisition of other businesses, the raising of additional capital for use in
the Company's business, the distribution of stock dividends and the
implementation of employee benefit plans.
10. CERTAIN INFORMATION ABOUT THE COMPANY.
GENERAL. The Company is an Oklahoma corporation and is registered as a
bank holding company under the Bank Holding Company Act of 1956, as amended. 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, 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 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 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, the Company's strategy is to focus on the needs of local businesses not
served effectively by larger institutions.
As of March 31, 1999, on a consolidated basis, the Company had total
assets of approximately $2.28 billion, total deposits of approximately $1.98
billion and total stockholders' equity of approximately $204 million. Through
its 74 banking branches, the Company serves 36 communities across central and
eastern Oklahoma. The Company's primary lending activity is the financing of
business and industry in its market areas. As of March 31, 1999, the Company
employed, in the aggregate, approximately 1,280 full-time equivalent employees.
The principal executive office of the Company is located at 101 N.
Broadway, Suite 200, Oklahoma City, Oklahoma 73102, telephone number (405)
278-1086.
14
<PAGE>
Summary Historical Financial Information
The table below includes summary historical financial information of the
Company. The summary financial information has been derived from the audited
consolidated financial statements as reported in the Company's Annual Report on
Form 10-K for the year ended December 31, 1998. The summary historical
financial information should be read in conjunction with, and is qualified in
its entirety by reference to, the consolidated financial statements and related
notes included in the report referred to above. Copies of such report may be
obtained from the Commission and the Nasdaq in the manner specified in
"Additional Information" below.
<TABLE>
<CAPTION>
At and for the Year Ended
December 31,
------------------------------
1998 1997
------------------------------
<S> <C> <C>
(Dollars in thousands,
except for per share data)
Income Statement Data
Net interest income $ 92,752 $ 84,221
Provision for possible loan losses 2,211 2,888
Noninterest income 24,019 21,508
Noninterest expense 80,482 71,455
Net income 21,550 20,905
Balance Sheet Data
Total assets $2,335,883 $2,016,463
Securities 582,649 510,426
Total loans (net of unearned interest) 1,338,879 1,249,705
Allowance for possible loan losses 19,659 17,458
Deposits 2,024,800 1,761,210
Long-term borrowings 12,966 7,051
9.65% Capital Securities 25,000 25,000
Common stockholders' equity 201,917 181,245
Per Common Share Data
Net income - basic $ 2.32 $ 2.26
Net income - diluted 2.27 2.21
Cash dividends 0.50 0.42
Book value 21.73 19.62
Tangible book value 19.14 17.56
Selected Financial Ratios
Performance ratios:
Return on average assets 1.00% 1.09%
Return on average stockholders' equity 10.95 12.14
Cash dividend payout ratio 21.55 18.58
Net interest spread 3.94 4.09
Net interest margin 4.83 4.93
Efficiency ratio (excluding restructuring charges) 67.29 67.58
Balance Sheet Ratios:
Average loans to deposits 68.83% 70.12%
Average earning assets to total assets 90.17 90.28
Average stockholders' equity to average assets 9.09 8.95
Asset Quality Ratios:
Nonperforming and restructured loans to total loans 0.93% 0.68%
Nonperforming and restructured assets to total assets 0.60 0.51
Allowance for possible loan losses to total loans 1.47 1.40
Allowance for possible loan losses to nonperforming
and restructured loans 158.69 206.55
Net chargeoffs to average loans 0.14 0.20
Ratio of earnings to fixed charges, excluding interest on deposits 6.98 8.38
Ratio of earnings to fixed charges, including interest on deposits 1.50 1.51
</TABLE>
15
<PAGE>
Summary Pro Forma Financial Information
The following unaudited pro forma financial information for the year ended
December 31, 1998 sets forth the historical financial information as adjusted to
give effect for the purchase of 1,000,000 Shares at a Purchase Price of $34.00
per Share and at a Purchase Price of $38.00 per Share, the minimum and maximum
possible Purchase Price per Share in the Offer. Expenses related to the Offer
are estimated to be $525,000. The pro forma adjustments assume the transaction
occurred, for purposes of the summary consolidated income statement, as of the
first day of the period presented, and, for purposes of the consolidated balance
sheet, as of the balance sheet date. The pro forma financial information does
not purport to be indicative of the results that may be obtained in the future
or that would have actually been obtained had the Offer occurred as of the dates
indicated. The pro forma information should be read in conjunction with the
Summary Historical Financial Information and accompanying notes.
<TABLE>
<CAPTION>
Pro Forma at and for the
Year Ended December 31, 1998
---------------------------------------------
Shares Purchased At
---------------------------------------------
$34.00 Per Share $38 .00 Per Share
---------------------------------------------
Income Statement Data: (Dollars in thousands, except per share
data)
<S> <C> <C>
Net interest income $ 91,028 $ 90,826
Net income 20,481 20,356
Net income per common share:
Basic 2.47 2.46
Diluted 2.41 2.39
Balance Sheet Data:
Total assets $2,302,398 $2,302,358
Short-term borrowings 55,841 59,841
Long-term borrowings: 12,966 12,966
9.65% Capital Securities 25,000 25,000
Total stockholders' equity 167,43 163,392
Book value per share 20.19 19.70
Ratio of earnings to fixed charges, excluding interest on deposits 6.63 6.40
Ratio of earnings to fixed charges, including interest on deposits 1.47 1.47
</TABLE>
ADDITIONAL INFORMATION. The Company is subject to the informational
requirements of the Exchange Act and in accordance therewith files periodic
reports, proxy statements and other information with the Commission relating to
its business, financial condition and other matters. The Company is required to
disclose in such proxy statements and reports certain information, as of
particular dates, concerning the Company's directors and officers, their
remuneration, stock options granted to them, the principal owners of the
Company's securities and any material interest of such persons in transactions
with the Company. The Company has also filed an Issuer Tender Offer Statement
on Schedule 13E-4 (the "Schedule 13E-4") with the Commission, which includes
certain additional information relating to the Offer.
Such material may be inspected at the public reference facilities
maintained by the Commission at Room 1024, 450 Fifth Street, N.W., Washington,
D.C. 20549, and also should be available for inspection and copying at the
following regional offices of the Commission: Seven World Trade Center, New
York, New York 10048, and Northwestern Atrium Center, 500 West Madison, Suite
1400, Chicago, Illinois 60661. Copies may also be obtained for prescribed rates
from the Commission's Public Reference Room, 450 Fifth Street, N.W., Washington,
D.C. 20549. Such information may also be accessed electronically by means of the
Commission's home page on the Internet (http://www.sec.gov). The Company's
------------------
common stock is quoted on the National Market System, and all reports, proxy and
information statements and other information filed with the Commission also may
be inspected at the offices of the Nasdaq Stock Market, Inc., Reports Section,
1735 K Street, N.W., Washington,.D.C. 20006.
The Schedule 13E-4 will not be available at the Commission's regional
offices.
16
<PAGE>
11. SOURCE AND AMOUNT OF FUNDS.
Assuming that the Company purchases 1,000,000 Shares pursuant to the
Offer at a Purchase Price of $38.00 per Share (the highest price in the range of
possible Purchase Prices), the Company expects the maximum aggregate cost of the
Offer, including all fees and expenses applicable to the Offer, to be
approximately $38,525,000. The Company anticipates that the funds necessary to
purchase Shares pursuant to the Offer and to pay the related fees and expenses
will come from excess cash and from borrowings under a one-year $12 million
revolving line of credit (the "Credit Facility"), between the Company and Harris
Trust and Savings Bank ("Harris Bank"). The loan documents evidencing the Credit
Facility are included as Exhibit (b)(l) to the Schedule 13E-4 and are
incorporated herein by reference.
The Credit Facility has a term of 12 months and bears interest at either
(i) the rate of interest publicly announced by Harris Bank from time to time as
its Prime Rate, (ii) LIBOR plus 135 basis points, or (iii) the "Offered Rate"
plus 135 basis points. The Offered Rate is an interest rate that can be fixed
for up to 180 days. As of April 30, 1999, no amounts were outstanding under the
Credit Facility .
The Credit Agreement contains representations and warranties, financial
and other covenants, events of default and other terms customary to financings
of that type. The Company's indebtedness under the Credit Agreement will be
unsecured.
12. EFFECTS OF THE OFFER ON THE MARKET FOR SHARES; REGISTRATION UNDER THE
EXCHANGE ACT.
The Company's purchase of Shares pursuant to the Offer will reduce the
number of Shares that might otherwise trade publicly and is likely to reduce the
number of stockholders. Nonetheless, the Company anticipates that there will
still be a sufficient number of Shares outstanding and publicly traded following
the Offer to ensure a continued trading market in the Shares.
Based on the published guidelines of the National Market System, the
Company believes that its purchase of Shares pursuant to the Offer will not
cause its remaining Shares to be delisted from the National Market System.
The Shares are currently "margin securities" under the rules of the
Federal Reserve Board. This has the effect, among other things, of allowing
brokers to extend credit on the collateral of the Shares. The Company believes
that, following the purchase of Shares pursuant to the Offer, the Shares will
continue to be "margin securities" for purposes of the Federal Reserve Board's
margin regulations.
The Shares are registered under the Exchange Act which requires, among
other things, that the Company furnish certain information to its stockholders
and to the Commission and comply with the Commission's proxy rules in connection
with meetings of the Company's stockholders. The Company believes that its
purchase of Shares pursuant to the Offer will not result in the Shares becoming
eligible for deregistration under the Exchange Act.
13. CERTAIN LEGAL MATTERS; REGULATORY APPROVALS.
The Company is not aware of any license or regulatory permit that
appears to be material to its business that might be adversely affected by its
acquisition of Shares as contemplated in the Offer or of any approval or other
action by any government or governmental, administrative or regulatory authority
or agency, domestic or foreign, that would be required for the Company's
acquisition or ownership of Shares as contemplated by the Offer. Should any such
approval or other action be required, the Company currently contemplates that it
will seek such approval or other action. The Company cannot predict whether it
may determine that it is required to delay the acceptance for payment of, or
payment for, Shares tendered pursuant to the Offer pending the outcome of any
such matter. There can be no assurance that any such approval or other action,
if needed, would be obtained or would be obtained without substantial conditions
or that the failure to obtain any such approval or other action might not result
in adverse consequences to the Company's business. The Company's obligations
under the Offer to accept for payment and pay for Shares are subject to certain
conditions. See Section 6.
17
<PAGE>
14. CERTAIN FEDERAL INCOME TAX CONSEQUENCES.
The following summary is a general discussion of certain of the United
States federal income tax consequences of the Offer. This summary is based upon
laws, regulations, rulings and decisions now in effect, all of which are subject
to change, possibly retroactively. No ruling as to any matter discussed in this
summary has been requested or received from the IRS.
EACH STOCKHOLDER IS URGED TO CONSULT AND RELY ON THE STOCKHOLDER'S OWN
TAX ADVISOR WITH RESPECT TO THE TAX CONSEQUENCES TO THE STOCKHOLDER OF TENDERING
SHARES PURSUANT TO THE OFFER.
IN GENERAL. A stockholder's exchange of Shares for cash pursuant to the
Offer will be a taxable transaction for federal income tax purposes, and may
also be a taxable transaction under applicable state, local, foreign or other
tax laws. This summary does not discuss any aspects of state, local, foreign or
other tax laws. Certain stockholders (including insurance companies, tax-exempt
organizations, financial institutions and broker dealers) may be subject to
special rules not discussed below. For purposes of this discussion, stockholders
are assumed to hold their Shares as capital assets.
TREATMENT AS A SALE OR EXCHANGE. Under Section 302 of the Internal
Revenue Code of 1986, as amended (the "Code"), a transfer of Shares to the
Company pursuant to the Offer will, as a general rule, be treated as a sale or
exchange of the Shares (rather than as a dividend distribution) if the receipt
of cash upon the sale (a) is "substantially disproportionate" with respect to
the stockholder, (b) results in a "complete termination" of the stockholder's
interest in the Company or (c) is "not essentially equivalent to a dividend"
with respect to the stockholder. These tests (the "Section 302 tests") are
explained more fully below.
If any of the Section 302 tests is satisfied, a tendering stockholder
will recognize capital gain or loss equal to the difference between the amount
of cash received by the stockholder pursuant to the Offer and the stockholder's
basis in the Shares sold pursuant to the Offer. Shares held for (i) 12 months or
less will be taxable at the short-term capital gains rate; (ii) more than 12
months and not more than 18 months will be taxable at the mid-term capital gains
rate; and (iii) more than 18 months will be taxable at the long-term capital
gains rate. The basis of the Shares received by holders of the common stock of
AmQuest Financial Corp. 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.
CONSTRUCTIVE OWNERSHIP OF STOCK. In determining whether any of the
Section 302 tests is satisfied, a stockholder must take into account not only
Shares actually owned by the stockholder, but also Shares that are
constructively owned pursuant to Section 318 of the Code. Under Section 318, a
stockholder may constructively own Shares actually owned, and in some cases
constructively owned, by certain related individuals and certain entities in
which the stockholder has an interest, or, in the case of stockholders that are
entities, by certain individuals or entities that have an interest in the
stockholder, as well as any Shares the stockholder has a right to acquire by
exercise of an option or by the conversion or exchange of a security. With
respect to option and convertible security attribution, the IRS takes the
position that Shares constructively owned by a stockholder by reason of a right
on the stockholder's part to acquire the Shares from the Company are not to be
considered outstanding for purposes of applying the Section 302 tests to other
stockholders; however, there are both contrary and supporting judicial decisions
with respect to this issue.
THE SECTION 302 TESTS. One of the following tests must be satisfied in
order for the exchange of shares pursuant to the Offer to be treated as a sale
rather than as a dividend distribution.
(a) SUBSTANTIALLY DISPROPORTIONATE TEST. The receipt of cash by a
stockholder will be substantially disproportionate with respect to the
stockholder if the percentage of the outstanding Shares actually and
constructively owned by the stockholder immediately following the
exchange of Shares pursuant to the Offer (treating Shares exchanged
pursuant to the Offer as not outstanding) is less than 80% of the
percentage of the outstanding Shares actually and constructively owned
by the stockholder immediately before the exchange (treating Shares
exchanged pursuant to the Offer as outstanding).
(b) COMPLETE TERMINATION TEST. The receipt of cash by a stockholder
will be a complete termination of the stockholder's interest if either
(i) all of the Shares actually and constructively owned by the
stockholder are sold pursuant to the Offer or (ii) all of the shares
actually owned by the stockholder are
18
<PAGE>
sold pursuant to the Offer and the stockholder is eligible to waive, and
effectively waives, the attribution of Shares constructively own ed by
the stockholder in accordance with the procedures described in Section
302(c) (2) of the Code. Stockholders considering terminating their
interest in accordance with Section 302(c) (2) of the Code should do so
in consultation with their own tax advisors.
(c) NOT ESSENTIALLY EQUIVALENT TO A DIVIDEND TEST. The receipt of cash
by a stockholder will not be essentially equivalent to a dividend if the
stockholder's exchange of Shares pursuant to the Offer results in a
"meaningful reduction" of the stockholder's proportionate interest in
the Company. Whether the receipt of cash by a stockholder will result in
a meaningful reduction of the stockholder's proportionate interest will
depend on the stockholder's particular facts and circumstances. However,
in the case of a small minority stockholder, even a small reduction may
satisfy this test where, as with the Offer, payments are not expected to
be pro rata with respect to all outstanding Shares. The IRS has
indicated in a published ruling that, in the case of a small minority
stockholder of a publicly held corporation who exercises no control over
corporate affairs, a reduction in the stockholder's proportionate
interest in the corporation from .00011189 to .000108190 would
constitute a meaningful reduction.
Although the issue is not free from doubt, a stockholder may be able to
take into account acquisitions or dispositions of Shares (including market
purchases and sales) substantially contemporaneous with the Offer in determining
whether any of the Section 302 tests is satisfied.
In the event that the Offer is oversubscribed, the Company's purchase of
Shares pursuant to the Offer will be prorated. Thus, in such case even if all
the Shares actually and constructively owned by a stockholder are tendered
pursuant to the Offer, not all of the Shares will be purchased by the Company,
which in turn may affect the stockholder's ability to satisfy the Section 302
tests.
TREATMENT AS A DIVIDEND. If none of the Section 302 tests is satisfied
and, if (although there can be no assurances) the Company has sufficient
earnings and profits, a tendering stockholder will be treated as having received
a dividend includible in gross income in an amount equal to the entire amount of
cash received by the stockholder pursuant to the Offer. This amount will not be
reduced by the stockholder's basis in the Shares exchanged pursuant to the
Offer, and (except as described below for corporate stockholders eligible for
the dividends-received deduction) the stockholder's basis in those Shares will
be added to the stockholder's basis in his remaining Shares. No assurance can be
given that any of the Section 302 tests will be satisfied as to any particular
stockholder, and thus no assurance can be given that any particular stockholder
will not be treated as having received a dividend taxable as ordinary income. If
none of the Section 302 tests is satisfied, any cash received for Shares
pursuant to the Offer in excess of the Company's earnings and profits will be
treated, first, as a non-taxable return of capital to the extent of, and in
reduction of, the stockholder's basis for such stockholder's shares and,
thereafter, as a capital gain to the extent it exceeds such basis.
SPECIAL RULES FOR CORPORATE STOCKHOLDERS. If the exchange of shares by
a corporate stockholder does not satisfy any of the Section 302 tests and,
assuming the Company has sufficient earnings and profits, is therefore treated
as a dividend, the corporate stockholder generally will be entitled to a
dividends-received deduction equal to 70% of the dividend, subject to applicable
limitations, including those relating to "debt-financed portfolio stock" under
Section 246A of the Code and to the holding period and other requirements of
Section 246(c) of the Code. Also, since it is expected that purchases pursuant
to the Offer will not be pro rata as to all stockholders, any amount treated as
a dividend to a corporate stockholder will constitute an "extraordinary
dividend" subject to the provisions of Section 1059 of the Code (except as may
otherwise be provided in regulations yet to be promulgated by the Treasury
Department). Under Section 1059 of the Code, a corporate stockholder must reduce
the tax basis of all such stockholder's stock (but not below zero) by the
portion of any "extraordinary dividend" that is generally equal to the deduction
allowable under the dividends-received deduction rules and, if such portion
exceeds the stockholder's tax basis for the stock, must treat any such excess as
additional gain in the year in which such extraordinary dividend occurs.
EMPLOYEE OPTION PLANS. If an employee exercises a non-qualified stock
option granted under the Company's stock option plan in order to acquire Shares
to tender pursuant to the Offer, the employee will be required to recognize
ordinary income in an amount equal to the excess of the fair market value of the
Shares on the date the option is exercised over the exercise price. The
employee's basis in the Shares will equal the fair market value of the Shares on
the date the option is exercised, and the employee's holding period for purposes
of
19
<PAGE>
determining eligibility for long-term capital gain will begin after the option
is exercised. The exchange of the Shares pursuant to the Offer will be taxed in
accordance with the rules described in the preceding sections.
FOREIGN STOCKHOLDERS. The Company will assume that the exchange is a
dividend as to foreign stockholders and will therefore withhold federal income
tax at a rate equal to 30% of the gross proceeds paid to a foreign stockholder
or his agent pursuant to the Offer, unless the Depositary determines that a
reduced rate of withholding is available pursuant to a tax treaty or that an
exemption from withholding is applicable because the gross proceeds are
effectively connected with the conduct of a trade or business by the foreign
stockholder within the United States. For this purpose, a foreign stockholder is
any stockholder that is not (i) a citizen or resident of the United States, (ii)
a corporation, partnership or other entity created or organized in or under the
laws of the United States or any political subdivision thereof, (iii) any estate
the income of which is subject to United States federal income taxation
regardless of the source of such income, or (iv) a trust if (x) a court within
the United States is able to exercise primary supervision over the
administration of the trust and (y) one or more United States persons have
authority to control all substantial decisions of the trust.
Generally, the determination of whether a reduced rate of withholding is
applicable is made by reference to a foreign stockholder's address or to a
properly completed Form 1001 furnished by the stockholder, and the determination
of whether an exemption from withholding is available on the grounds that gross
proceeds paid to a foreign stockholder are effectively connected with a United
States trade or business is made on the basis of a properly completed Form 4224
furnished by the stockholder. The Depositary will determine a foreign
stockholder's eligibility for a reduced rate of, or exemption from, withholding
by reference to the stockholder's address and any Forms 1001 or 4224 submitted
to the Depositary by a foreign stockholder unless facts and circumstances
indicate that such reliance is not warranted or unless applicable law requires
some other method for determining whether a reduced rate of withholding is
applicable. These forms can be obtained from the Depositary. See the
instructions to the Letter of Transmittal.
A foreign stockholder with respect to whom tax has been withheld may be
eligible to obtain a refund of all or a portion of the withheld tax if the
stockholder satisfies one of the Section 302 tests for capital gain treatment or
is otherwise able to establish that no tax or a reduced amount of tax was due.
Foreign stockholders are urged to consult their own tax advisors regarding the
application of federal income tax withholding, including eligibility for a
withholding tax reduction or exemption and the refund procedure.
15. EXTENSION OF THE OFFER; TERMINATION; AMENDMENTS.
The Company expressly reserves the right, at any time or from time to
time, in its sole discretion, and regardless of whether any of the conditions
specified in Section 6 shall have occurred, to extend the period of time during
which the Offer is open by giving oral or written notice of such extension to
the Depositary and making a public announcement thereof. The Company also
expressly reserves the right, in its sole discretion, to terminate the Offer and
not accept for payment or pay for any Shares not theretofore accepted for
payment or paid for or, subject to applicable law, to postpone payment for
Shares upon the occurrence of any of the conditions specified in Section 6 by
giving oral or written notice of such termination or postponement to the
Depositary and making a public announcement thereof. The Company's reservation
of the right to delay payment for Shares which it has accepted for payment is
limited by Rules 13e-4(f)(2) and 13e-4(f)(5) promulgated under the Exchange Act.
Rule 13e-4(f)(2) requires that the Company permit Shares tendered pursuant to
the Offer to be withdrawn: (i) at any time during the period the Offer remains
open; and (ii) if not yet accepted for payment, after the expiration of forty
business days from the commencement of the Offer. Rule 13e-4(f)(5) requires
that the Company must either pay the consideration offered or return the Shares
tendered promptly after the termination or withdrawal of the Offer. Subject to
compliance with applicable law, the Company further reserves the right, in its
sole discretion, at any time or from time to time to amend the Offer in any
respect, including increasing or decreasing the number of Shares the Company may
purchase or the range of prices it may pay pursuant to the Offer. Amendments to
the Offer may be made at any time or from time to time effected by public
announcement thereof, such announcement, in the case of an extension, to be
issued no later than 9:00 A.M., New York City time, on the next business day
after the previously scheduled Expiration Date. Any public announcement made
pursuant to the Offer will be disseminated promptly to stockholders in a manner
reasonably designed to inform stockholders of such change. Without limiting the
manner in which the Company may choose to make a public announcement, except as
required by applicable law, the Company shall have no obligation to publish,
advertise or otherwise communicate any such public announcement other than by
making a release to the Dow Jones News Service.
20
<PAGE>
If the Company materially changes the terms of the Offer or the
information concerning the Offer, or if it waives a material condition of the
Offer, the Company will extend the Offer to the extent required by Rules
13e-4(d)(2) and 13e-4(e)(2) promulgated under the Exchange Act. These rules
require that the minimum period during which an offer must remain open following
material changes in the terms of the offer or information concerning the offer
(other than a change in price or a change in percentage of securities sought)
will depend on the facts and circumstances, including the relative materiality
of such terms or information. If (i) the Company increases or decreases the
price to be paid for Shares, or the Company increases the number of Shares being
sought and any such increase in the number of Shares being sought exceeds 2% of
the outstanding Shares, or the Company decreases the number of Shares being
sought and (ii) the Offer is scheduled to expire at any time earlier than the
expiration of a period ending on the tenth business day from, and including, the
date that notice of such increase or decrease is first published, sent or given,
the Offer will be extended until the expiration of such period of ten business
days.
16. FEES AND EXPENSES.
The Company has retained MacKenzie Partners. Inc. as Information Agent
and IBJ Whitehall Bank & Trust Company as Depositary in connection with the
Offer. BancTrust, the trust division of BancFirst, will act as Forwarding Agent.
The Information Agent may contact stockholders by mail, telephone, telex,
telegraph and personal interviews, and may request brokers, dealers and other
nominee stockholders to forward materials relating to the Offer to beneficial
owners. The Information Agent and the Depositary will receive reasonable and
customary compensation for their services. The Company will also reimburse the
Information Agent and the Depositary for out-of-pocket expenses, including
reasonable attorneys' fees, and has agreed to indemnify the Information Agent
and the Depositary against certain liabilities in connection with the Offer,
including certain liabilities under the federal securities laws. Neither the
Information Agent, the Depositary nor the Forwarding Agent has been retained to
make solicitations or recommendations in connection with the Offer.
The Company will not pay fees or commissions to any broker, dealer,
commercial bank, trust company or other person for soliciting any Shares
pursuant to the Offer. The Company will, however, on request through the
Information Agent, reimburse such persons for customary handling and mailing
expenses incurred in forwarding materials in respect of the Offer to the
beneficial owners for which they act as nominees. No such broker, dealer,
commercial bank or trust company has been authorized to act as the Company's
agent for purposes of this Offer. The Company will pay (or cause to be paid) any
stock transfer taxes on its purchase of Shares, except as otherwise provided in
Instruction 7 of the Letter of Transmittal.
17. MISCELLANEOUS.
The Offer is not being made to, nor will the Company accept tenders
from, holders of Shares in any jurisdiction in which the Offer or its acceptance
would not comply with the securities or Blue Sky laws of such jurisdiction. The
Company is not aware of any jurisdiction in which the making of the Offer or the
tender of Shares would not be in compliance with the laws of such jurisdiction.
However, the Company reserves the right to exclude holders in any jurisdiction
in which it is asserted that the Offer cannot lawfully be made. So long as the
Company makes a good faith effort to comply with any state law deemed applicable
to the Offer, if it cannot do so, the Company believes that the exclusion of
holders residing in such jurisdiction is permitted under Rule 13e-4(f)(9)
promulgated under the Exchange Act. In any jurisdiction the securities or Blue
Sky laws of which require the Offer to be made by a licensed broker or dealer,
the Offer shall be deemed to be made on the Company's behalf by one or more
registered brokers or dealers licensed under the laws of such jurisdiction.
BANCFIRST CORPORATION
May 3, 1999
21
<PAGE>
Facsimile copies of the Letter of Transmittal will be accepted. The
Letter of Transmittal and certificates for the Shares and any other required
documents should be sent or delivered by each stockholder or his broker, dealer,
commercial bank, trust company or other nominee to the Depositary at one of its
address set forth below:
THE DEPOSITARY:
IBJ WHITEHALL BANK & TRUST COMPANY
<TABLE>
<CAPTION>
BY FIRST CLASS OR EXPRESS MAIL: BY HAND AND OVERNIGHT DELIVERY
<S> <C>
IBJ Whitehall Bank & Trust Company IBJ Whitehall Bank & Trust Company
P.O. Box 84 One State Street
Bowling Green Station New York, New York 10004
New York, New York 10274-0084 Attn: Securities Processing Window, Subcellar One
Attn: Reorganization Operations Department (SC-1)
</TABLE>
TO CONFIRM RECEIPT OF
NOTICE OF GUARANTEED
DELIVERY:
(212) 858-2103
Alternatively, the Letter of Transmittal and certificates for the Shares
and any other required documents may be sent or delivered by each stockholder or
his broker, dealer, commercial bank, trust company or other nominee to the
Forwarding Agent at one of its address set forth below:
THE FORWARDING AGENT:
BANCFIRST
BY FIRST CLASS OR EXPRESS MAIL,
BY HAND OR BY OVERNIGHT DELIVERY:
BancTrust
101 N. Broadway
Suite 300
Oklahoma City, OK 73102
Any questions or requests for assistance or for additional copies of
this Offer to Purchase, the Letter of Transmittal or the Notice of Guaranteed
Delivery may be directed to the Information Agent at the telephone numbers and
address below. You may also contact your broker, dealer, commercial bank or
trust company for assistance concerning the Offer. To confirm delivery of your
Shares, you are directed to contact the Depositary.
THE INFORMATION AGENT:
[MACKENZIE PARTNERS, INC. LOGO]
156 Fifth Street
New York, New York 10010
(212) 929-5500 (Call Collect)
or
Call Toll Free: (800) 322-2885
<PAGE>
EXHIBIT (a)(2)
LETTER OF TRANSMITTAL
TO TENDER SHARES OF COMMON STOCK
OF
BANCFIRST CORPORATION
PURSUANT TO THE OFFER TO PURCHASE
DATED MAY 3, 1999
- --------------------------------------------------------------------------------
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT MIDNIGHT,
NEW YORK CITY TIME, ON TUESDAY, JUNE 1, 1999, UNLESS THE OFFER IS EXTENDED.
- --------------------------------------------------------------------------------
THE DEPOSITARY:
IBJ WHITEHALL BANK & TRUST COMPANY
BY FIRST CLASS OR EXPRESS MAIL: BY HAND AND OVERNIGHT DELIVERY
IBJ Whitehall Bank & Trust Company IBJ Whitehall Bank & Trust Company
P.O. Box 84 One State Street
Bowling Green Station New York, New York 10004
New York, New York 10274-0084 Attn: Securities Processing Window,
Attn: Reorganization Operations Department Subcellar One (SC-1)
Telephone Number: (212) 858-2103
Facsimile Transmission:(212) 858-2611Confirm Receipt of Facsimile by
Telephone:(212) 858-2103
Alternatively, this Letter of Transmittal and certificates for the Shares
and any other required documents may be sent or delivered by each stockholder or
his broker, dealer, commercial bank, trust company or other nominee to the
Forwarding Agent at one of its address set forth below:
THE FORWARDING AGENT:
BANCFIRST
BY FIRST CLASS OR EXPRESS MAIL,
BY HAND OR BY OVERNIGHTDELIVERY:
BancTrust
101 N. Broadway
Suite 300
Oklahoma City, OK 73102
DELIVERY OF THIS LETTER OF TRANSMITTAL TO ANYONE OTHER THAN THE DEPOSITARY
OR THE FORWARDING AGENT OR TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE WILL NOT
CONSTITUTE A VALID DELIVERY.
<PAGE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
DESCRIPTION OF SHARES TENDERED
(SEE INSTRUCTIONS 3 AND 4)
- ---------------------------------------------------------------------------------------------------------
Shares Tendered
(Attach additional signed list, if necessary)
----------------------------------------------
Total
Number of
Shares
Name(s) and Address(es) of Registered Holder(s) Represented Number of
(Please fill in, if blank, exactly as name(s) appear(s) Certificate by Shares
on share certificate(s)) Number(s)* Certificate(s)* Tendered**
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------
Total Shares
- ---------------------------------------------------------------------------------------------------------
</TABLE>
* Need not be completed by stockholders delivering Shares by book-entry
transfer.
** Unless otherwise indicated, it will be assumed that all Shares evidenced by
each Share Certificate delivered to the Depositary are being tendered
hereby. See Instruction 4.
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE INSTRUCTIONS SET FORTH IN THIS
LETTER OF TRANSMITTAL CAREFULLY.
This Letter of Transmittal is to be completed by stockholders either if
certificates evidencing Shares (as defined below) are to be forwarded herewith
or if delivery of Shares is to be made by book-entry transfer to the
Depositary's account at The Depository Trust Company ("DTC" or the "Book-Entry
Transfer Facility") pursuant to the book-entry transfer procedure described in
Section 3 of the Offer to Purchase (as defined below). Delivery of documents to
the Book-Entry Transfer Facility does not constitute delivery to the Depositary.
Stockholders whose certificates evidencing Shares ("Share Certificates")
are not immediately available or who cannot deliver their Share Certificates and
all other documents required hereby to the Depositary or the Forwarding Agent
prior to the Expiration Date or who cannot complete the procedure for delivery
by book-entry transfer on a timely basis and who wish to tender their Shares
must do so pursuant to the guaranteed delivery procedure described in Section 3
of the Offer to Purchase. See Instruction 2.
/ / CHECK HERE IF SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO THE
DEPOSITARY'S ACCOUNT AT THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE
FOLLOWING:
Name of Tendering Institution _____________________________________________
Account No. _______________________________________________________________
Transaction Code No. ______________________________________________________
/ / CHECK HERE IF SHARES ARE BEING TENDERED PURSUANT TO A NOTICE OF GUARANTEED
DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING:
Name(s) of Registered Holder(s) ___________________________________________
Date of Execution of Notice of Guaranteed Delivery ________________________
Name of Institution which Guaranteed Delivery _____________________________
Give Account Number and Transaction Code Number if delivered by book-
entry transfer:
DTC Account No. _________________________________________________________
Transaction Code No. ____________________________________________________
<PAGE>
Ladies and Gentlemen:
The undersigned hereby tenders to BancFirst Corporation, an Oklahoma
corporation (the "Company"), the above-described shares of common stock, $1.00
par value (the "Shares"), at the price per Share indicated in this Letter of
Transmittal, net to the seller in cash, upon the terms and subject to the
conditions set forth in the Company's Offer to Purchase, dated May 3, 1999 (the
"Offer to Purchase"), receipt of which is hereby acknowledged, and in this
Letter of Transmittal (which, as amended from time to time, together constitute
the "Offer").
Subject to, and effective upon, acceptance for payment of the Shares
tendered herewith, in accordance with the terms of the Offer (including, if the
Offer is extended or amended, the terms and conditions of such extension or
amendment), the undersigned hereby sells, assigns and transfers to, or upon the
order of, the Company all right, title and interest in and to all Shares
tendered hereby or orders the registration of such Shares tendered by book-entry
transfer that are purchased pursuant to the Offer to or upon the order of the
Company and hereby irrevocably constitutes and appoints the Depositary the true
and lawful agent and attorney-in-fact of the undersigned with respect to such
Shares, with full power of substitution (such power of attorney being deemed to
be an irrevocable power coupled with an interest), to (i) deliver Share
Certificates evidencing such Shares, or transfer ownership of such Shares on the
account books maintained by the Book-Entry Transfer Facility, together, in
either case, with all accompanying evidences of transfer and authenticity, to or
upon the order of the Company, upon receipt by the Depositary, as the
undersigned's agent, of the Purchase Price (as defined below) with respect to
such Shares, (ii) present Share Certificates for cancellation and transfer on
the books of the Company and (iii) receive all benefits and otherwise exercise
all rights of beneficial ownership of such Shares, all in accordance with the
terms of the Offer.
The undersigned hereby represents and warrants to the Company that (i) the
undersigned understands that tenders of Shares pursuant to any one of the
procedures described in Section 3 of the Offer to Purchase and in the
Instructions hereto will constitute the undersigned's acceptance of the terms
and conditions of the Offer, including the undersigned's representation and
warranty that (a) the undersigned has a net long position in Shares or
equivalent securities at least equal to the Shares tendered within the meaning
of Rule 14e-4 promulgated under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and (b) such tender of Shares complies with Rule 14e-4;
(ii) when and to the extent the Company accepts the Shares for purchase, the
Company will acquire good, marketable and unencumbered title to them, free and
clear of all security interests, liens, charges, encumbrances, conditional sales
agreements or other obligations relating to their sale or transfer, and not
subject to any adverse claim; (iii) on request, the undersigned will execute and
deliver any additional documents the Depositary or the Company deems necessary
or desirable to complete the assignment, transfer and purchase of the Shares
tendered hereby; (iv) the undersigned has read and agrees to all of the terms of
the Offer; and (v) the undersigned has full power and authority to tender, sell,
assign and transfer Shares tendered hereby.
The names and addresses of the registered holders should be printed, if
they are not already printed above, exactly as they appear on the Share
Certificates tendered hereby. The certificate numbers, the number of Shares
represented by such Share Certificates, the number of Shares that the
undersigned wishes to tender and the purchase price at which such Shares are
being tendered should be indicated in the appropriate boxes.
THE UNDERSIGNED UNDERSTANDS THAT THE COMPANY WILL DETERMINE A SINGLE PER
SHARE PRICE (NOT GREATER THAN $38.00 NOR LESS THAN $34.00 PER SHARE) (THE
"PURCHASE PRICE") THAT IT WILL PAY FOR SHARES VALIDLY TENDERED PURSUANT TO THE
OFFER TAKING INTO ACCOUNT THE NUMBER OF SHARES SO TENDERED AND THE PRICES
SPECIFIED BY TENDERING STOCKHOLDERS. THE UNDERSIGNED UNDERSTANDS THAT THE
COMPANY WILL SELECT THE PURCHASE PRICE THAT WILL ALLOW IT TO BUY 1,000,000
SHARES (OR SUCH LESSER NUMBER OF SHARES AS ARE VALIDLY TENDERED AT PRICES NOT
GREATER THAN $38.00 NOR LESS THAN $34.00 PER SHARE, subject to the condition
that there must be at least 100,000 Shares validly tendered at prices not
greater than $38.00 nor less than $34.00 per Share (the "Minimum Condition"))
PURSUANT TO THE OFFER. THE UNDERSIGNED UNDERSTANDS THAT ALL SHARES VALIDLY
TENDERED AT PRICES AT OR BELOW THE PURCHASE PRICE WILL BE PURCHASED AT THE
PURCHASE PRICE, NET TO THE SELLER IN CASH, UPON THE TERMS AND SUBJECT TO THE
CONDITIONS OF THE OFFER, INCLUDING ITS PRORATION PROVISIONS AND THE MINIMUM
CONDITION, AND THAT THE COMPANY WILL RETURN ALL OTHER SHARES, INCLUDING SHARES
TENDERED AND NOT WITHDRAWN AT PRICES GREATER THAN THE PURCHASE PRICE AND SHARES
NOT PURCHASED BECAUSE OF PRORATION OR BECAUSE THE MINIMUM CONDITION HAS NOT BEEN
MET.
The undersigned recognizes that under certain circumstances set forth in
the Offer to Purchase, the Company may terminate or amend the Offer or may not
be required to purchase any of the Shares tendered hereby or may accept for
payment fewer than all of the Shares tendered hereby. The undersigned
understands that Share Certificates not tendered or not purchased will be
returned to the undersigned at the address indicated above, unless otherwise
indicated under the "Special Payment
<PAGE>
Instructions" or "Special Delivery Instructions" below. The undersigned
recognizes that the Company has no obligation, pursuant to the "Special Payments
Instructions," to transfer any Share Certificate from the name of its registered
holder, or to order the registration or transfer of such Shares tendered by
book-entry transfer, if the Company purchases none of the Shares represented by
such certificate or tendered by such book-entry transfer.
The undersigned understands that acceptance of Shares by the Company for
payment will constitute a binding agreement between the undersigned and the
Company upon the terms and subject to the conditions of the Offer.
The check for the Purchase Price for such of the tendered Shares as are
purchased will be issued to the order of the undersigned and mailed to the
address indicated above unless otherwise indicated under the "Special Payment
Instructions" or the "Special Delivery Instructions" below.
All authority conferred or agreed to be conferred in this Letter of
Transmittal shall survive the death or incapacity of the undersigned, and any
obligations of the undersigned under this Letter of Transmittal shall be binding
upon the heirs, personal representatives, successors and assigns of the
undersigned. Except as stated in the Offer to Purchase, this tender is
irrevocable.
<PAGE>
PRICE (IN DOLLARS) PER SHARE AT WHICH
SHARES ARE BEING TENDERED
IF SHARES ARE BEING TENDERED AT MORE THAN ONE PRICE, USE A
SEPARATE LETTER OF TRANSMITTAL FOR EACH PRICE SPECIFIED.
(SEE INSTRUCTION 5)
- --------------------------------------------------------------------------------
CHECK ONLY ONE BOX. IF MORE THAN ONE BOX IS CHECKED, OR IF
NO BOX IS CHECKED (EXCEPT AS PROVIDED IN THE ODD LOTS
INSTRUCTIONS), THERE IS NO PROPER TENDER OF SHARES.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SHARES TENDERED AT PRICE
DETERMINED BY DUTCH AUCTION
- --------------------------------------------------------------------------------
[ ] The undersigned wants to maximize the chance of having the Company purchase
all the Shares the undersigned is tendering (subject to the possibility of
proration). Accordingly, by checking this one box INSTEAD OF ONE OF THE
PRICE BOXES BELOW, the undersigned hereby tenders Shares and is willing to
accept the Purchase Price resulting from the Dutch auction tender process.
This action could result in receiving a price per Share as low as $34.00 or
as high as $38.00.
OR
SHARES TENDERED AT PRICE
DETERMINED BY SHAREHOLDER
By checking ONE of the boxes below INSTEAD OF THE BOX ABOVE, the undersigned
hereby tenders Shares at the price checked. This action could result in none of
the Shares being purchased if the Purchase Price for the Shares is less than the
price checked. A shareholder who desires to tender Shares at more than one price
must complete a separate letter of transmittal for each price at which Shares
are tendered. The same Shares cannot be tendered at more then one price. IF MORE
THAN ONE BOX IS CHECKED, OR IF NO BOX IS CHECKED, THERE IS NO VALID TENDER OF
SHARES.
- --------------------------------------------------------------------------------
/ / $34.00 / / $35.00 / / $36.00 / / $37.00 / / $38.00
/ / $34.25 / / $35.25 / / $36.25 / / $37.25
/ / $34.50 / / $35.50 / / $36.50 / / $37.50
/ / $34.75 / / $36.75 / / $36.75 / / $37.75
- --------------------------------------------------------------------------------
ODD LOTS
(SEE INSTRUCTION 8)
To be completed ONLY if Shares are being tendered by or on behalf of a
person owning beneficially, as of the close of business on April 30, 1999, and
who continues to own beneficially as of the Expiration Date, an aggregate of
fewer than 100 Shares.
The undersigned either (check one box):
/ / was the beneficial owner, as of the close of business on April 30, 1999, of
an aggregate of fewer than 100 Shares all of which are being tendered, or
/ / is a broker, dealer, commercial bank, trust company or other nominee which:
(a) is tendering, for the beneficial owners thereof, Shares with respect
to which it is the record owner, and
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
(b) believes, based upon representations made to it by such beneficial
owners, that each such person was the beneficial owner, as of the
close of business on April 30, 1999, of an aggregate of fewer than 100
Shares and is tendering all of such Shares.
- --------------------------------------------------------------------------------
SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 4, 6, 7 AND 9)
<TABLE>
<CAPTION>
- ------------------------------------------------------- -------------------------------------------------------
SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 4, 6, 7 AND 9) (SEE INSTRUCTIONS 1, 4, 6 AND 9)
<S> <C>
To be completed ONLY if the check for the purchase To be completed ONLY if the check issued in the
price of Shares purchased or Share Certificates name of the undersigned for the purchase price of
evidencing Shares not tendered or not purchased are to Shares purchased or Share Certificates evidencing
be issued in the name of someone other than the Shares not tendered or not purchased are to be mailed
undersigned. to someone other than the undersigned, or to the
undersigned at an address other than that shown under
"Description of Shares Tendered."
Issue [ ] Check [ ] Certificate(s) to: Mail [ ] Check [ ] Certificate(s) to:
Name: Name:
- ----------------------------------------------------------------- -----------------------------------------------------
(Please Print) (Please Print)
Address: Address:
- ----------------------------------------------------------------- -----------------------------------------------------
- ----------------------------------------------------------------- -----------------------------------------------------
(Zip Code) (Zip Code)
- -----------------------------------------------------------------
(Taxpayer Identification or Social Security No.)
(See Substitute Form W-9 below)
- ------------------------------------------------------- -------------------------------------------------------
</TABLE>
<PAGE>
- --------------------------------------------------------------------------------
IMPORTANT
STOCKHOLDERS: SIGN HERE
(SEE INSTRUCTIONS 1 AND 6)
(PLEASE COMPLETE SUBSTITUTE FORM W-9 CONTAINED HEREIN)
Signature(s) of Holder(s): _____________________________________________________
_____________________________________________________
Name(s): _____________________________________________________
_____________________________________________________
(Please Print)
Capacity (full title): _____________________________________________________
Address: _____________________________________________________
_____________________________________________________
(Include Zip Code)
Area Code and Telephone Number:_________________________________________________
Taxpayer Identification or Social Security Number(s):___________________________
(See Substitute Form W-9 contained herein)
Dated: _________________________________, 1999
Must be signed by registered holder(s) exactly as name(s) appear(s) on Share
Certificates or on a security position listing or by a person(s) authorized to
become registered holder(s) by certificates and documents transmitted with this
Letter of Transmittal. If signature is by a trustee, executor, administrator,
guardian, attorney-in-fact, officer of a corporation or other person acting in a
fiduciary or representative capacity, please provide the following information.
See Instruction 6.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
GUARANTEE OF SIGNATURE(S)
(IF REQUIRED--SEE INSTRUCTIONS 1 AND 6)
FOR USE BY FINANCIAL INSTITUTIONS ONLY.
PLACE MEDALLION GUARANTEE IN SPACE BELOW.
Area Code and Telephone Number: ________________________________________________
Dated: _________________________________, 1999
- --------------------------------------------------------------------------------
<PAGE>
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. GUARANTEE OF SIGNATURES. All signatures on this Letter of Transmittal
must be guaranteed by a firm which is a member firm of a registered national
securities exchange or the National Association of Securities Dealers, Inc. or
by a commercial bank or trust company having an office, branch or agency in the
United States which is a member of one of the Stock Transfer Association's
approved medallion programs (such as Securities Transfer Agents Medallion
Program, the New York Stock Exchange Medallion Signature Program or the Stock
Exchange Medallion Program) (each of the foregoing being referred to as an
"Eligible Institution"), unless (i) this Letter of Transmittal is signed by the
registered holder(s) of the Shares (which term, for purposes of this document,
shall include any participant in the Book-Entry Transfer Facility whose name
appears on a security position listing as the owner of Shares) tendered hereby
and such holder(s) has (have) completed neither the box entitled "Special
Payment Instructions" nor the box entitled "Special Delivery Instructions" on
this Letter of Transmittal or (ii) such Shares are tendered for the account of
an Eligible Institution. See Instruction 6.
2. DELIVERY OF LETTER OF TRANSMITTAL AND SHARE CERTIFICATES; GUARANTEED
DELIVERY PROCEDURES. This Letter of Transmittal is to be used either if Share
Certificates are to be forwarded herewith or if Shares are to be delivered by
book-entry transfer pursuant to the procedure set forth in Section 3 of the
Offer to Purchase. Share Certificates evidencing ALL physically tendered Shares,
or a confirmation of a book-entry transfer into the Depositary's account at the
Book-Entry Transfer Facility of all Shares delivered by book-entry transfer as
well as a properly completed and duly executed Letter of Transmittal (or
facsimile thereof) and any other documents required by this Letter of
Transmittal, must be received by the Depositary or the Forwarding Agent at one
of their respective addresses set forth herein prior to the Expiration Date. If
Share Certificates are forwarded to the Depositary or the Forwarding Agent in
multiple deliveries, a properly completed and duly executed Letter of
Transmittal must accompany each such delivery.
Stockholders whose Share Certificates are not immediately available, who
cannot deliver their Share Certificates and all other required documents to the
Depositary prior to the Expiration Date or who cannot complete the procedure for
delivery by book-entry transfer on a timely basis may tender their Shares
pursuant to the guaranteed delivery procedure described in Section 3 of the
Offer to Purchase. Pursuant to such procedure: (i) such tender must be made by
or through an Eligible Institution; (ii) a properly completed and duly executed
Notice of Guaranteed Delivery, substantially in the form made available by the
Company, must be received by the Depositary prior to the Expiration Date; and
(iii) the Share Certificates evidencing all physically delivered Shares in
proper form for transfer by delivery, or a confirmation of a book-entry transfer
into the Depositary's account at the Book-Entry Transfer Facility of all Shares
delivered by book-entry transfer, in each case together with a Letter of
Transmittal (or a facsimile thereof), properly completed and duly executed, with
any required signature guarantees, and any other documents required by this
Letter of Transmittal, must be received by the Depositary within three New York
Stock Exchange, Inc. ("NYSE") trading days after the date of execution of such
Notice of Guaranteed Delivery, all as described in Section 3 of the Offer to
Purchase.
THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, SHARE CERTIFICATES
AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH THE BOOK-ENTRY
TRANSFER FACILITY, IS AT THE OPTION AND RISK OF THE TENDERING STOCKHOLDER, AND
THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY
OR THE FORWARDING AGENT OR, IN THE CASE OF GUARANTEED DELIVERY, BY THE
DEPOSITARY ONLY. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT
REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME
SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.
No alternative, conditional or contingent tenders will be accepted and no
fractional Shares will be purchased. By execution of this Letter of Transmittal
(or a facsimile hereof), all tendering stockholders waive any right to receive
any notice of the acceptance of their Shares for payment.
3. INADEQUATE SPACE. If the space provided herein under "Description of
Shares Tendered" is inadequate, the Share Certificate numbers, the number of
Shares evidenced by such Share Certificates and the number of Shares tendered
should be listed on a separate signed schedule and attached hereto.
4. PARTIAL TENDERS AND UNPURCHASED SHARES (NOT APPLICABLE TO STOCKHOLDERS
WHO TENDER BY BOOK-ENTRY TRANSFER). If fewer than all the Shares evidenced by
any Share Certificate delivered to the Depositary herewith are to be tendered
hereby, fill in the number of Shares which are to be tendered in the column
entitled "Number of Shares Tendered" of the box captioned "Description of Shares
Tendered." In such cases, new Share Certificate(s) evidencing the remainder of
the Shares that were evidenced by the Share Certificates delivered to the
Depositary or the Forwarding Agent herewith will be sent to the person(s)
signing this Letter of Transmittal, unless otherwise provided in either the
<PAGE>
"Special Payment Instructions" or "Special Delivery Instructions" box on this
Letter of Transmittal, as soon as practicable after the expiration or
termination of the Offer. All Shares evidenced by Share Certificates delivered
to the Depositary or the Forwarding Agent will be deemed to have been tendered
unless otherwise indicated.
5. INDICATION OF PRICE AT WHICH SHARES ARE BEING TENDERED. For Shares to
be properly tendered, the stockholder must check the box indicating the price
per Share at which he is tendering Shares under "Price (In Dollars) Per Share at
Which Shares Are Being Tendered" on this Letter of Transmittal, provided,
however, that an Odd Lot Owner (as defined in Section 2 of the Offer to
Purchase) may check the box above in the section entitled "Odd Lots" indicating
that he is tendering all Shares at the Purchase Price. ONLY ONE PRICE BOX MAY BE
CHECKED. IF MORE THAN ONE BOX IS CHECKED OR IF NO BOX IS CHECKED, THERE IS NO
VALID TENDER OF SHARES (OTHER THAN PURSUANT TO TENDERS BY ODD LOT OWNERS AS
PROVIDED HEREIN). A stockholder wishing to tender portions of his Share holdings
at different prices must complete a separate Letter of Transmittal for each
price at which he wishes to tender each such portion of his Shares. The same
Shares cannot be tendered (unless previously properly withdrawn as provided in
Section 4 of the Offer to Purchase) at more than one price.
6. SIGNATURES ON LETTER OF TRANSMITTAL; STOCK POWERS AND ENDORSEMENTS. If
this Letter of Transmittal is signed by the registered holder(s) of the Shares
tendered hereby, the signature(s) must correspond with the name(s) as written on
the face of the Share Certificates evidencing such Shares without alteration,
enlargement or any other change whatsoever.
If any Share tendered hereby is owned of record by two or more persons, all
such persons must sign this Letter of Transmittal.
If any of the Shares tendered hereby are registered in the names of
different holders, it will be necessary to complete, sign and submit as many
separate Letters of Transmittal as there are different registrations of such
Shares.
If this Letter of Transmittal is signed by the registered holder(s) of the
Shares tendered hereby, no endorsements of Share Certificates or separate stock
powers are required, unless payment is to be made to, or Share Certificates
evidencing Shares not tendered or not purchased are to be issued in the name of,
a person other than the registered holder(s), in which case, the Share
Certificate(s) evidencing the Shares tendered hereby must be endorsed or
accompanied by appropriate stock powers, in either case signed exactly as the
name(s) of the registered holder(s) appear(s) on such Share Certificate(s).
Signatures on such Share Certificate(s) and stock powers must be guaranteed by
an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Shares tendered hereby, the Share Certificate(s)
evidencing the Shares tendered hereby must be endorsed or accompanied by
appropriate stock powers, in either case signed exactly as the name(s) of the
registered holder(s) appear(s) on such Share Certificate(s). Signatures on such
Share Certificate(s) and stock powers must be guaranteed by an Eligible
Institution.
If this Letter of Transmittal or any Share Certificate or stock power is
signed by a trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or other person acting in a fiduciary or representative
capacity, such person should so indicate when signing, and proper evidence
satisfactory to the Company of such person's authority so to act must be
submitted.
7. STOCK TRANSFER TAXES. Except as otherwise provided in this Instruction
7, the Company will pay all stock transfer taxes with respect to the sale and
transfer of any Shares to it or its order pursuant to the Offer. If, however,
payment of the purchase price of any Shares purchased is to be made to, or Share
Certificate(s) evidencing Shares not tendered or not purchased is (are) to be
issued in the name of, a person other than the registered holder(s), the amount
of any stock transfer taxes (whether imposed on the registered holder(s), such
other person or otherwise) payable on account of the transfer to such other
person will be deducted from the purchase price of such Shares purchased, unless
evidence satisfactory to the Company of the payment of such taxes, or exemption
therefrom, is submitted. Except as provided in this Instruction 7, it will not
be necessary for transfer tax stamps to be affixed to the Share Certificates
evidencing the Shares tendered hereby.
8. ODD LOTS. As described in Section 1 of the Offer to Purchase, if the
Company is to purchase less than all Shares tendered before the Expiration Date,
the Shares purchased first will consist of all Shares tendered by any
stockholder who owned beneficially, as of the close of business on April 30,
1999, and continues to own beneficially as of the Expiration Date, an aggregate
of fewer than 100 Shares, and who tenders all of his Shares at or below the
Purchase Price (including by not designating a purchase price). This preference
will not be available unless the box captioned "Odd Lots" is completed.
9. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If a check for the purchase
price of any Shares tendered hereby is to be issued, or Share Certificate(s)
evidencing Shares not tendered or not purchased is (are) to be issued, in the
<PAGE>
name of a person other than the person(s) signing this Letter of Transmittal or
if a check issued in the name of the person(s) signing this Letter of
Transmittal or any such Share Certificate is to be sent to someone other than
the person(s) signing this Letter of Transmittal or to the person(s) signing
this Letter of Transmittal but at an address other than that shown in the box
entitled "Description of Shares Tendered" on this Letter of Transmittal, the
appropriate boxes captioned "Special Payment Instructions" and/or "Special
Delivery Instructions" on this Letter of Transmittal must be completed.
10. IRREGULARITIES. The Company will determine, in its sole discretion,
all questions as to the number of Shares to be accepted, the price to be paid
therefor and the validity, form, eligibility (including time of receipt) and
acceptance for payment of any tender of Shares and its determination shall be
final and binding on all parties. The Company reserves the absolute right to
reject any or all tenders of Shares determined by it not to be in proper form or
the acceptance of or payment for which may be unlawful. The Company also
reserves the absolute right to waive any of the conditions of the Offer or any
defect or irregularity in the tender of any particular Shares and the Company's
interpretation of the terms of the Offer (including these instructions) will be
final and binding on all parties. No tender of Shares will be deemed to be
validly made until all defects and irregularities have been cured or waived.
Unless waived, any defects or irregularities in connection with tenders must be
cured within such time as the Company shall determine. None of the Company, the
Depositary, the Information Agent nor any other person is or will be obligated
to give notice of defects of irregularities in tenders, nor shall any of them
incur any liability for failure to give any such notice.
11. QUESTIONS AND REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions
and requests for assistance may be directed to the Information Agent at its
address or telephone number set forth below. Additional copies of the Offer to
Purchase, this Letter of Transmittal and the Notice of Guaranteed Delivery may
be obtained from the Information Agent or from brokers, dealers, commercial
banks or trust companies.
12. SUBSTITUTE FORM W-9. Each tendering stockholder is required to provide
the Depositary with a correct Taxpayer Identification Number ("TIN") on the
Substitute Form W-9 which is provided under "Important Tax Information" below,
and to certify, under penalties of perjury, that such number is correct and that
such stockholder is not subject to backup withholding of federal income tax. If
a tendering stockholder has been notified by the Internal Revenue Service that
such stockholder is subject to backup withholding, such stockholder must cross
out item (2) of the Certification box of the Substitute Form W-9, unless such
stockholder has since been notified by the Internal Revenue Service that such
stockholder is no longer subject to backup withholding. Failure to provide the
information on the Substitute Form W-9 may subject the tendering stockholder to
31% federal income tax withholding on the payment of the purchase price of all
Shares purchased from such stockholder. If the tendering stockholder has not
been issued a TIN and has applied for one or intends to apply for one in the
near future, such stockholder should check the box next to "Awaiting TIN" in
Part 3 of the Substitute Form W-9, and sign and date the "Certificate of
Awaiting Taxpayer Identification Number." If the box in Part 3 of Substitute
Form W-9 is checked and the Depositary is not provided with a TIN within 60
days, the Depositary will withhold 31% the Depositary on all payments of the
purchase price to such stockholder until a TIN is provided to the Depositary.
13. WITHHOLDING ON FOREIGN STOCKHOLDERS. The Depositary will withhold
federal income taxes equal to 30% of the gross payments payable to a foreign
stockholder unless the Depositary determines that a reduced rate of withholding
or an exemption from withholding is applicable. For this purpose, a foreign
stockholder is any stockholder that is not (i) a citizen or resident of the
United States, (ii) a corporation, partnership or other entity created or
organized in or under the laws of the United States or any political subdivision
thereof, (iii) any estate the income of which is subject to United States
federal income taxation regardless of the source of such income, or (iv) a trust
if (x) a court within the United States is able to exercise primary supervision
over the administration of the trust and (y) one or more United States persons
have authority to control all substantial decisions of the trust. The Depositary
will determine a stockholder's status as a foreign stockholder and eligibility
for a reduced rate of, or an exemption from, withholding by reference to the
stockholder's address and to any outstanding certificates or statements
concerning eligibility for a reduced rate of, or exemption from, withholding
unless facts and circumstances indicate that reliance is not warranted. A
foreign stockholder who has not previously submitted the appropriate
certificates or statements with respect to a reduced rate of, or exemption from,
withholding for which such stockholder may be eligible should consider doing so
in order to avoid overwithholding. A foreign stockholder may be eligible to
obtain a refund of tax withheld if such stockholder meets one of the three tests
for capital gain or loss treatment described in Section 14 of the Offer to
Purchase or is otherwise able to establish that no tax or a reduced amount of
tax was due.
14. ORDER OF PURCHASE IN EVENT OF PRORATION. As described in Section 1 of
the Offer to Purchase, stockholders may designate the order in which their
Shares are to be purchased in the event of proration. The order of purchase may
have an effect on the federal income tax classification of any gain or loss on
the Shares purchased. See Section 1 of the Offer to Purchase.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR FACSIMILE HEREOF), PROPERLY COMPLETED
AND DULY EXECUTED (TOGETHER WITH ANY REQUIRED SIGNATURE GUARANTEES AND SHARE
<PAGE>
CERTIFICATES OR CONFIRMATION OF BOOK-ENTRY TRANSFER AND ALL OTHER REQUIRED
DOCUMENTS), MUST BE RECEIVED BY THE DEPOSITARY OR THE FORWARDING AGENT ON OR
PRIOR TO THE EXPIRATION DATE (AS DEFINED IN THE OFFER TO PURCHASE). IF DELIVERY
OF SHARE CERTIFICATES IS TO BE MADE BY USING THE GUARANTEED DELIVERY PROCEDURES
SET FORTH IN SECTION 3 OF THE OFFER TO PURCHASE, A PROPERLY COMPLETED AND DULY
EXECUTED NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE DEPOSITARY ON OR
PRIOR TO THE EXPIRATION DATE. STOCKHOLDERS ARE ENCOURAGED TO COMPLETE AND RETURN
THE SUBSTITUTE FORM W-9 BELOW.
<PAGE>
IMPORTANT TAX INFORMATION
Under the federal income tax law, a stockholder whose tendered Shares are
accepted for payment is required by law to provide the Depositary (as payer)
with such stockholder's correct TIN on Substitute Form W-9 below. If such
stockholder is an individual, the TIN is such stockholder's social security
number. If the Depositary is not provided with the correct TIN, the stockholder
may be subject to a $50 penalty imposed by the Internal Revenue Service. In
addition, payments that are made to such stockholder with respect to Shares
purchased pursuant to the Offer may be subject to backup withholding of 31%.
Certain stockholders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. In order for a foreign individual to qualify as an exempt
recipient, such individual must submit a statement, signed under penalties of
perjury, attesting to such individual's exempt status. Forms of such statements
can be obtained from the Depositary. See the enclosed Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9 for
additional instructions.
If backup withholding applies, the Depositary is required to withhold 31%
of any payments made to the stockholder. Backup withholding is not an additional
tax. Rather, the tax liability of persons subject to backup withholding will be
reduced by the amount of tax withheld. If withholding results in an overpayment
of taxes, a refund may be obtained from the Internal Revenue Service.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding on payments that are made to a stockholder
with respect to Shares purchased pursuant to the Offer, the stockholder is
required to notify the Depositary of such stockholder's correct TIN by
completing the form below certifying (a) that the TIN provided on Substitute
Form W-9 is correct (or that such stockholder is awaiting a TIN), and (b) that
(i) such stockholder has not been notified by the Internal Revenue Service that
such stockholder is subject to backup withholding as a result of a failure to
report all interest or dividends or (ii) the Internal Revenue Service has
notified such stockholder that such stockholder is no longer subject to backup
withholding.
WHAT NUMBER TO GIVE THE DEPOSITARY
The stockholder is required to give the Depositary the social security
number or employer identification number of the record holder of the Shares
tendered hereby. If the Shares are in more than one name or are not in the name
of the actual owner, consult the enclosed Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9 for additional guidance on
which number to report. If the tendering stockholder has not been issued a TIN
and has applied for a number or intends to apply for a number in the near
future, the stockholder should check the box next to "Awaiting TIN" in Part 3,
and sign and date the "Certificate of Awaiting Taxpayer Identification Number."
If the box in Part 3 of Substitute Form W-9 is checked and the Depositary is not
provided with a TIN within 60 days, the Depositary will withhold 31% of all
payments of the purchase price to such stockholder until a TIN is provided to
the Depositary.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
PAYER: IBJ WHITEHALL BANK & TRUST COMPANY, AS DEPOSITARY
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
SUBSTITUTE FORM W-9 Part 1: ENTER YOUR IDENTIFICATION ________________________________
NUMBER IN THE APPROPRIATE BOX. Social Security Number
FOR MOST INDIVIDUALS, THIS IS or
YOUR SOCIAL SECURITY NUMBER. IF ________________________________
YOU DO NOT HAVE A NUMBER, SEE Employer Identification
HOW TO OBTAIN A TIN IN THE Number(s)
ENCLOSED GUIDELINES.
Part 2: For Payees exempt from
DEPARTMENT OF THE _______________________________ backup withholding, see the
TREASURY, INTERNAL NAME (NOTE: If the account is in more Important Tax Information above
REVENUE SERVICE than one name, see the chart on page 2 of and Guidelines for Certification
enclosed Guidelines for guidelines on which of Taxpayer Identification
number to give the payer.) Number on Substitute Form W-9
enclosed herewith and complete
CHECK APPROPRIATE BOX: as instructed herein.
[ ] Individual/Sole proprietor
[ ] Corporation
[ ] Partnership
[ ] Other
____________________________________________
BUSINESS NAME, if different from above
Payer's Request for Taxpayer (See Guidelines)
Identification Number ("TIN")
____________________________________________
ADDRESS
____________________________________________
CITY STATE ZIP CODE
Part 3: Certification. Under penalties of perjury, I certify that: (1) the number shown on this form is my correct Taxpayer
Identification Number (or I am waiting for a number to be issued to me), and (2) I am not subject to backup withholding
either because I have not been notified by the Internal Revenue Service ("IRX") that I am subject to backup withholding as
a result of a failure to report all interest or dividends, or the IRS has notified me that I am no longer subject to backup
withholding.
SIGNATURE ______________________________
DATE:_______________________________, 199_
CERTIFICATION INSTRUCTIONS. You must cross out item (2) above if you have been notified by the IRS that you are currently
subject to backup withholding because of underreporting interest or dividends on your tax return. If you are exempt from
backup withholding, check the box in Part 5 below.
Part 4: AWAITING TIN [ ] Part 5: EXEMPT TIN [ ]
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW
THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART
4 OF THE SUBSTITUTE FORM W-9.
- --------------------------------------------------------------------------------
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number has
not been issued to me, and that I mailed or delivered an application to receive
a taxpayer identification number to the appropriate Internal Revenue Service
Center or Social Security Administration Office (or I intend to mail or deliver
an application in the near future). I understand that if I do not provide a
taxpayer identification number to the Depositary within sixty (60) days, the
Depositary is required to withhold 31% of all cash payments made to me
thereafter until I provide a number.
- --------------------------------------------------------------------------------
Signature Date
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
THE INFORMATION AGENT FOR THE OFFER IS:
[MACKENZIE PARTNERS, INC. LOGO]
156 Fifth Avenue
New York, New York 10010
(212) 929-5500 (call collect)
or Call Toll Free (800) 322-2885
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
THE CO-DEALER MANAGERS FOR THE OFFER:
CIBC OPPENHEIMER CORP. HOWE BARNES INVESTMENTS, INC.
One World Financial Center 135 S. LaSalle Street, Suite 1500
New York, NY 10281 Chicago, IL 60603
Tel: (212) 667-7000 Tel: 1 (800) 800-4693
- --------------------------------------------------------------------------------
<PAGE>
EXHIBIT (a)(3)
NOTICE OF GUARANTEED DELIVERY
FOR
TENDER OF SHARES OF COMMON STOCK
OF
BANCFIRST CORPORATION
This Notice of Guaranteed Delivery, or one substantially in the form hereof,
must be used to accept the Offer (as defined below) if: (i) certificates ("Share
Certificates") evidencing shares of common stock, $1.00 par value (the
"Shares"), of BancFirst Corporation, an Oklahoma corporation (the "Company"),
are not immediately available, (ii) Share Certificates and all other required
documents cannot be delivered to IBJ Whitehall, Inc., as Depositary (the
"Depositary"), or to BancFirst, as Forwarding Agent (the "Forwarding Agent"),
prior to the Expiration Date (as defined in Section 1 of the Offer to Purchase
(as defined below)) or (iii) the procedure for delivery by book-entry transfer
cannot be completed on a timely basis. This Notice of Guaranteed Delivery may
be delivered by hand, overnight courier or mail to the Depositary. See Section
3 of the Offer to Purchase.
THE DEPOSITARY:
IBJ WHITEHALL BANK & TRUST COMPANY
BY FIRST CLASS OR EXPRESS MAIL: BY HAND AND OVERNIGHT DELIVERY
IBJ Whitehall Bank & Trust Company IBJ Whitehall Bank & Trust Company
P.O. Box 84 One State Street
Bowling Green Station New York, New York 10004
New York, New York 10274-0084 Attn: Securities Processing Window,
Attn: Reorganization Operations Subcellar One (SC-1)
Department
Telephone Number: (212) 858-2103
Facsimile Transmission:(212) 858-2611
Confirm Receipt of Facsimile by
Telephone:(212) 858-2103
---------------------------
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN
AS SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TRANSMISSION
OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. DELIVERIES
TO THE COMPANY WILL NOT BE FORWARDED TO THE DEPOSITARY AND THEREFORE WILL NOT
CONSTITUTE VALID DELIVERY FOR PURPOSE OF SATISFYING A GUARANTEED DELIVERY.
DELIVERIES TO THE BOOK-ENTRY TRANSFER FACILITY WILL NOT CONSTITUTE VALID
DELIVERY TO THE DEPOSITARY.
This Notice of Guaranteed Delivery form is not to be used to guarantee
signatures. If a signature on the Letter of Transmittal is required to be
guaranteed by an Eligible Institution (as defined in the Offer to Purchase)
under the instructions thereto, such signature guarantee must appear in the
applicable space provided in the signature box on the Letter of Transmittal.
<PAGE>
Ladies and Gentlemen:
The undersigned hereby tenders to BancFirst Corporation, an Oklahoma
corporation (the "Company"), upon the terms and subject to the conditions set
forth in the Offer to Purchase, dated May 3, 1999 (the "Offer to Purchase"), and
the related Letter of Transmittal (which together, as from time to time amended,
constitute the "Offer"), receipt of each of which is hereby acknowledged, shares
of common stock, $1.00 par value, of the Company (the "Shares") pursuant to the
guaranteed delivery procedures described in Section 3 of the Offer to Purchase.
PRICE (IN DOLLARS) PER SHARE AT WHICH
SHARES ARE BEING TENDERED
IF SHARES ARE BEING TENDERED AT MORE THAN ONE PRICE, USE A
SEPARATE LETTER OF TRANSMITTAL FOR EACH PRICE SPECIFIED.
(SEE INSTRUCTION 5)
- --------------------------------------------------------------------------------
CHECK ONLY ONE BOX. IF MORE THAN ONE BOX IS CHECKED, OR IF
NO BOX IS CHECKED (EXCEPT AS PROVIDED IN THE ODD LOTS
INSTRUCTIONS), THERE IS NO PROPER TENDER OF SHARES.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SHARES TENDERED AT PRICE
DETERMINED BY DUTCH AUCTION
[ ] The undersigned wants to maximize the chance of having the Company
purchase all the Shares the undersigned is tendering (subject to the
possibility of proration). Accordingly, by checking this one box INSTEAD
OF ONE OF THE PRICE BOXES BELOW, the undersigned hereby tenders Shares and
is willing to accept the Purchase Price resulting from the Dutch auction
tender process. This action could result in receiving a price per Share as
low as [$ ] or as high as [$38.00].
OR
SHARES TENDERED AT PRICE
DETERMINED BY SHAREHOLDER
By checking ONE of the boxes below INSTEAD OF THE BOX ABOVE, the undersigned
hereby tenders Shares at the price checked. This action could result in none of
the Shares being purchased if the Purchase Price for the Shares is less than the
price checked. A shareholder who desires to tender Shares at more than one price
must complete a separate letter of transmittal for each price at which Shares
are tendered. The same Shares cannot be tendered at more then one price. IF MORE
THAN ONE BOX IS CHECKED, OR IF NO BOX IS CHECKED, THERE IS NO VALID TENDER OF
SHARES.
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
/ / $34.00 / / $35.00 / / $36.00 / / $37.00 / / $38.00
/ / $34.25 / / $35.25 / / $36.25 / / $37.25 / /
/ / $34.50 / / $35.50 / / $36.50 / / $37.50 / /
/ / $34.75 / / $36.75 / / $36.75 / / $37.75 / /
</TABLE>
2
<PAGE>
- --------------------------------------------------------------------------------
ODD LOTS
(SEE INSTRUCTION 8)
To be completed ONLY if Shares are being tendered by or on behalf of a
person owning beneficially, as of the close of business on April 30, 1999, and
who continues to own beneficially as of the Expiration Date, an aggregate of
fewer than 100 Shares.
The undersigned either (check one box):
/ / was the beneficial owner, as of the close of business on April 30, 1999,
of an aggregate of fewer than 100 Shares all of which are being tendered,
or
/ / is a broker, dealer, commercial bank, trust company or other nominee
which:
(a) is tendering, for the beneficial owners thereof, Shares with respect
to which it is the record owner, and
(b) believes, based upon representations made to it by such beneficial
owners, that each such person was the beneficial owner, as of the
close of business on April 30, 1999, of an aggregate of fewer than 100
Shares and is tendering all of such Shares.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Number of Shares: If Shares will be delivered by book-entry
transfer, provide the following
information:
- ----------------------------------
Certificates Nos. (if available):
-------------------------------------------
- ---------------------------------- Name of Tendering Institution
- ----------------------------------
-------------------------------------------
Name(s) of Record Holder(s): Account Number at
The Depository Trust Company
- ----------------------------------
- ----------------------------------
(Please type or print)
Address:
- ----------------------------------
- ----------------------------------
ZIP CODE
Area Code and Telephone No.:
- ----------------------------------
Signature(s):
- ----------------------------------
- ----------------------------------
Dated:
- ----------------------------------
- --------------------------------------------------------------------------------
3
<PAGE>
- --------------------------------------------------------------------------------
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a firm which is a member of a registered national
securities exchange, a member of the National Association of Securities Dealers,
Inc. or a commercial bank or trust company having an office or agency in the
United States which is a member of one of the Stock Transfer Association
medallion programs (such as Securities Transfer Agents Medallion Program, the
New Medallion Signature Program or the Stock Exchange Medallion Program) (each,
an "Eligible Institution"), hereby (i) guarantees to deliver to the principal
office of the Depositary Certificates evidencing the Shares tendered hereby, in
proper form for transfer, or confirmation of the book-entry transfer of such
Shares into the Depositary's account at The Depository Trust Company, (pursuant
to the procedures set forth in Section 3 of the Offer to Purchase), together
with a properly completed delivery of a Letter of Transmittal (or facsimile
thereof) properly completed and duly executed, with any required signature
guarantees (or, in the case of a book-entry transfer, an Agent's Message (as
defined in the Offer to Purchase)) and any other documents required by the
Letter of Transmittal, all within three National Market System trading days,
(ii) represents that the undersigned has a net long position in Shares or
equivalent Securities at least equal to the Shares tendered within the meaning
of Rule 14e-4 promulgated under the Securities Exchange Act of 1934, as amended,
and (iii) represents that such tender of Shares complies with Rule 14e-4.
The Eligible Institution that completes this form must communicate the
guarantee to the Depositary and must deliver the Letter of Transmittal and
certificates representing Shares to the Depositary within the time period set
forth herein. Failure to do so could result in a financial loss to such Eligible
Institution.
Name of Firm:
- ----------------------------- ----------------------------------
AUTHORIZED SIGNATURE
Address:
- ----------------------------- Name:
- ----------------------------- -----------------------------------
ZIP CODE PLEASE PRINT
Area Code and Telephone No.: Title:
- ----------------------------- -----------------------------------
Date:
-----------------------------------
- --------------------------------------------------------------------------------
NOTE: DO NOT SEND SHARE CERTIFICATES WITH THIS FORM. CERTIFICATES FOR SHARES
SHOULD BE SENT WITH THE LETTER OF TRANSMITTAL.
4
<PAGE>
EXHIBIT (a)(4)
[LOGO OF BANCFIRST APPEARS HERE]
OFFER TO PURCHASE FOR CASH A MINIMUM OF 100,000
SHARES AND A MAXIMUM OF 1,000,000 SHARES OF ITS
COMMON STOCK AT A PURCHASE PRICE NOT GREATER
THAN $38.00 NOR LESS THAN $34.00 PER SHARE
May 3, 1999
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
BancFirst Corporation, an Oklahoma corporation (the "Company"), is
making an offer to purchase for cash up to 1,000,000 shares of its common stock,
$1.00 par value (the "Shares"), at prices not greater than $38.00 nor less than
$34.00 per Share and upon the terms and subject to the conditions set forth in
the Offer to Purchase, dated May 3, 1999, and in the related Letter of
Transmittal (which together constitute the "Offer"). We enclose the materials
listed below relating to the Offer.
The Company will determine a single per Share price (not greater than
$38.00 nor less than $34.00 per Share) (the "Purchase Price"), that it will pay
for Shares validly tendered pursuant to the Offer taking into account the number
of Shares so tendered and the prices specified by tendering stockholders. The
Company will select the Purchase Price which will allow it to buy 1,000,000
Shares (or such lesser number of Shares as are validly tendered at prices not
greater than $38.00 nor less than $34.00 per Share, subject to the condition
that there must be at least 100,000 Shares validly tendered at prices not
greater than $38.00 nor less than $34.00 per Share (the "Minimum Condition"))
pursuant to the Offer. All Shares validly tendered at prices at or below the
Purchase Price will be purchased at the Purchase Price, net to the seller in
cash, upon the terms and subject to the conditions of the Offer, including the
proration terms thereof and the Minimum Condition. See Section 1 of the Offer to
Purchase.
If, prior to the Expiration Date, more than 1,000,000 Shares (or such
greater number of Shares as the Company may elect to purchase) are validly
tendered, the Company will, upon the terms and subject to the conditions of the
Offer, accept Shares for purchase first from Odd Lot Owners (as defined in
Section 2 of the Offer to Purchase) who validly tender all of their Shares at or
below the Purchase Price and then on a pro rata basis, if necessary, from all
other stockholders whose Shares are validly tendered at or below the Purchase
Price.
THE OFFER IS CONDITIONED UPON THERE BEING VALIDLY TENDERED AND NOT
PROPERLY WITHDRAWN PRIOR TO THE EXPIRATION OF THE OFFER, AT PRICES NOT GREATER
THAN $38.00 PER SHARE NOR LESS THAN $34.00 PER SHARE, A MINIMUM OF 100,000
SHARES, WHICH NUMBER CONSTITUTES APPROXIMATELY 1.05%% OF THE SHARES OUTSTANDING
ON MARCH 31, 1999. FOR OTHER CONDITIONS TO THE OFFER, SEE "THE OFFER-SECTION 6."
For your information and for forwarding to your clients for whom you
hold Shares registered in your name or in the name of your nominee, we are
enclosing the following documents:
1. Offer to Purchase, dated May 3, 1999.
2. Letter to Clients which may be sent to your clients for whose
accounts you hold Shares registered in your name or in the name of
your nominee, with space provided for obtaining such clients'
instructions with regard to the Offer;
3. Letter, dated May 3, 1999, from David E. Rainbolt, President and
Chief Executive Officer, to stockholders of the Company;
<PAGE>
4. Letter of Transmittal for your use and for the information of your
clients (together with accompanying Substitute Form W-9
Guidelines);
5. Notice of Guaranteed Delivery to be used to accept the Offer if
certificates for Shares are not immediately available or if the
procedure for book-entry transfer cannot be completed on a timely
basis; and
6. Return envelope addressed to IBJ Whitehall Bank & Trust Company,
the Depositary.
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. THE OFFER,
PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON TUESDAY, JUNE 1, 1999, UNLESS THE OFFER IS EXTENDED.
No fees or commissions will be payable to brokers, dealers or any other
persons for soliciting tenders of Shares pursuant to the Offer. The Company
will, however, upon request, reimburse you for customary mailing and handling
expenses incurred by you in forwarding any of the enclosed materials to the
beneficial owners of Shares held by you as a nominee or in a fiduciary capacity.
The Company will pay or cause to be paid any stock transfer taxes on its
purchase of Shares, except as otherwise provided in Instruction 7 of the Letter
of Transmittal.
In order to take advantage of the Offer, a duly executed and properly
completed Letter of Transmittal and any other required documents should be sent
to the Depositary or the Forwarding Agent with either certificate(s)
representing the tendered Shares, or confirmation of their book-entry transfer,
all in accordance with the instructions set forth in the Letter of Transmittal
and the Offer to Purchase.
As described in Section 3 of the Offer to Purchase, tenders may be made
without the concurrent deposit of stock certificates or concurrent compliance
with the procedure for book-entry transfer, if such tenders are made by or
through a broker or dealer which is a member firm of a registered national
securities exchange or the National Association of Securities Dealers, Inc. or a
commercial bank or trust company having an office, branch or agency in the
United States which is a member of one of the Stock Transfer Association's
approved medallion programs (such as Securities Transfer Agents Medallion
Program, the New York Stock Exchange Medallion Signature Program or the Stock
Exchange Medallion Program). Certificates for Shares so tendered (or a
confirmation of a book-entry transfer of such Shares into the Depositary's
account at the "Book-Entry Transfer Facility" described in the Offer to
Purchase), together with a properly completed and duly executed Letter of
Transmittal and any other documents required by the Letter of Transmittal, must
be sent ONLY to the Depositary and must be received by the Depositary within
three National Market System trading days after timely receipt by the Depositary
of a properly completed and duly executed Notice of Guaranteed Delivery.
Any inquiries you may have with respect to the Offer should be addressed
to the Information Agent at its address and telephone number set forth on the
back cover page of the Offer to Purchase.
Additional copies of the enclosed material may be obtained from the
Information Agent, MacKenzie Partners, Inc. Telephone (800) 322-2885 (Toll
Free).
Very truly yours,
BANCFIRST CORPORATION
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE
YOU THE AGENT OF THE COMPANY, THE INFORMATION AGENT, THE DEPOSITARY OR THE
FORWARDING AGENT, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR
MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER
THAN THE ENCLOSED DOCUMENTS AND THE STATEMENTS CONTAINED THEREIN.
<PAGE>
EXHIBIT (a)(5)
[LOGO OF BANCFIRST APPEARS HERE]
BANCFIRST CORPORATION
OFFER TO PURCHASE FOR CASH A MINIMUM OF 100,000
SHARES AND A MAXIMUM OF 1,000,000 SHARES OF ITS
COMMON STOCK AT A PURCHASE PRICE NOT GREATER
THAN $38.00 NOR LESS THAN $34.00 PER SHARE
May 3, 1999
To Our Clients:
Enclosed for your consideration are the Offer to Purchase, dated May 3,
1999, and the related Letter of Transmittal (which together constitute the
"Offer"), in connection with the Offer by BancFirst Corporation, an Oklahoma
corporation (the "Company"), to purchase for cash up to 1,000,000 shares of its
common stock, no par value (the "Shares"), at prices not greater than $38.00 nor
less than $34.00 per Share, upon the terms and subject to the conditions of the
Offer. Also enclosed herewith is certain other material related to the Offer,
including a letter, dated May 3, 1999, from David E. Rainbolt, President and
Chief Executive Officer of the Company, to stockholders of the Company.
The Company will determine a single per Share price (not greater than
$38.00 nor less than $34.00 per Share) (the "Purchase Price"), that it will pay
for Shares validly tendered pursuant to the Offer taking into account the number
of Shares so tendered and the prices specified by tendering stockholders. The
Company will select the Purchase Price which will allow it to buy 1,000,000
Shares (or such lesser number of Shares as are validly tendered at prices not
greater than $38.00 nor less than $34.00 per Share, subject to the condition
that there must be at least 100,000 Shares validly tendered at prices not
greater than $38.00 nor less than $34.00 per Share (the "Minimum Condition"))
pursuant to the Offer. All Shares validly tendered at prices at or below the
Purchase Price will be purchased at the Purchase Price, net to the seller in
cash, upon the terms and subject to the conditions of the Offer, including the
proration terms thereof and the Minimum Condition. The Company will return all
other Shares, including Shares tendered at prices greater than the Purchase
Price and Shares not purchased because of proration or because the Minimum
Condition was not met. See Section 1 of the Offer to Purchase.
If, prior to the Expiration Date, more than 1,000,000 Shares (or such
greater number of Shares as the Company may elect to purchase) are validly
tendered, the Company will, upon the terms and subject to the conditions of the
Offer, accept Shares for purchase first from Odd Lot Owners (as defined in
Section 2 of the Offer to Purchase) who validly tender all of their Shares at or
below the Purchase Price and then on a pro rata basis, if necessary, from all
other stockholders whose Shares are validly tendered at or below the Purchase
Price.
WE ARE THE HOLDER OF RECORD OF SHARES HELD FOR YOUR ACCOUNT. AS SUCH, WE
ARE THE ONLY ONES WHO CAN TENDER YOUR SHARES, AND THEN ONLY PURSUANT TO THE
INSTRUCTIONS YOU SET FORTH ON THE ATTACHED INSTRUCTION FORM. WE ARE SENDING YOU
THE LETTER OF TRANSMITTAL FOR YOUR INFORMATION ONLY; YOU CANNOT USE IT TO TENDER
SHARES WE HOLD FOR YOUR ACCOUNT.
Please instruct us as to whether you wish us to tender any or all of the
Shares we hold for your account on the terms and subject to the conditions of
the Offer.
We call your attention to the following:
1. You may tender Shares at prices (in multiples of $.25), not greater
than $38.00 nor less than $34.00 per Share, as indicated in the attached
Instruction Form, net to you in cash.
2. The Offer is conditioned upon there being validly tendered and not
properly withdrawn prior to the expiration of the Offer, at prices not greater
than $38.00 per Share nor less than $34.00 per Share, a minimum of 100,000
Shares, which number constitutes approximately 1.05% of the Shares outstanding
on April 28, 1999. For other conditions to the Offer, See Section 6 of the Offer
to Purchase.
<PAGE>
3. The Offer, proration period, and withdrawal rights will expire at
12:00 midnight, New York City time, on Tuesday, June 1, 1999, unless the Company
extends the Offer.
4. The Offer is for up to 1,000,000 Shares, constituting approximately
10.73% of the Shares outstanding as of March 31, 1999.
5. Tendering stockholders will not be obligated to pay any brokerage
commissions, solicitation fees or, subject to Instruction 7 of the Letter of
Transmittal, stock transfer taxes on the Company's purchase of Shares pursuant
to the Offer.
6. If you owned beneficially as of the close of business on April 30,
1999, an aggregate of fewer than 100 Shares and you instruct us to tender on
your behalf all the Shares of which we are the holder of record at or below the
Purchase Price before the expiration of the Offer and you check the appropriate
space in the box captioned "Odd Lots" in the attached Instruction Form, the
Company will accept all such Shares for purchase before proration, if any, of
the purchase of other Shares tendered at or below the Purchase Price.
7. If you wish to tender portions of your Shares at different prices
you must complete a separate Instruction Form for each price at which you wish
to tender each portion of your Shares. We must submit separate Letters of
Transmittal on your behalf for each price you will accept.
If you wish to have us tender any or all of your Shares, please so
instruct us by completing, executing, and returning to us the attached
Instruction Form. An envelope to return your Instruction Form to us is enclosed.
If you authorize us to tender your Shares, we will tender all such Shares unless
you specify otherwise on the attached Instruction Form.
YOUR INSTRUCTION FORM SHOULD BE FORWARDED TO US IN AMPLE TIME TO PERMIT
US TO SUBMIT A TENDER ON YOUR BEHALF ON OR BEFORE THE EXPIRATION OF THE OFFER.
THE OFFER, PRORATION PERIOD, AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW
YORK CITY TIME, ON TUESDAY, JUNE 1, 1999, UNLESS THE COMPANY EXTENDS THE OFFER.
As described in Section 1 of the Offer to Purchase, if before the
Expiration Date more than 1,000,000 Shares (or such greater number of Shares as
the Company elects to purchase) are validly tendered at or below the Purchase
Price, the Company will accept Shares for purchase at the Purchase Price in the
following order of priority:
(a) first, all Shares validly tendered at or below the Purchase Price
prior to the Expiration Date by any Odd Lot Owner (as defined in Section 2 of
the Offer to Purchase) who:
(1) tenders all Shares beneficially owned by such Odd Lot Owner at
or below the Purchase Price (partial tenders will not qualify for this
preference); and
(2) completes the section captioned "Odd Lots" on the Letter of
Transmittal and, if applicable, on the Notice of Guaranteed Delivery;
and
(b) then, after purchase of all of the foregoing Shares, all other
Shares validly tendered at or below the Purchase Price before the Expiration
Date on a pro rata basis, if necessary (with adjustments to avoid purchases of
fractional Shares).
The Offer is not being made to, nor will the Company accept tenders
from, holders of Shares in any jurisdiction in which the Offer or its acceptance
would not comply with the securities or Blue Sky laws of such jurisdiction. The
Company is not aware of any jurisdiction in which the making of the Offer or the
tender of Shares would not be in compliance with the laws of such jurisdictions.
However, the Company reserves the right to exclude holders in any jurisdiction
in which it is asserted that the Offer cannot lawfully be made. So long as the
Company makes a good faith effort to comply with any state law deemed applicable
to the Offer, if it cannot do so, the Company believes that the exclusion of
holders residing in such jurisdictions is permitted under Rule 13e-4(f)(9)
promulgated under the Exchange Act. In any jurisdiction the securities or Blue
Sky laws of which require the Offer to be made by a licensed broker or dealer,
the Offer shall be deemed to be made on the Company's behalf by one or more
registered brokers or dealers licensed under the laws of such jurisdiction.
2
<PAGE>
INSTRUCTION FORM
WITH RESPECT TO OFFER TO PURCHASE FOR CASH
A MINIMUM OF 100,000 SHARES AND A MAXIMUM OF 1,000,000 SHARES
OF COMMON STOCK OF BANCFIRST CORPORATION AT A PURCHASE PRICE
NOT GREATER THAN $38.00 NOR LESS THAN $34.00 PER SHARE
The undersigned acknowledge(s) receipt of your letter and the enclosed
Offer to Purchase, dated May 3, 1999, and the related Letter of Transmittal
(which together constitute the "Offer"), in connection with the offer by
BancFirst Corporation, an Oklahoma corporation (the "Company"), to purchase for
cash 1,000,000 shares of its common stock, $1.00 par value (the "Shares"), at
prices not greater than $38.00 nor less than $34.00 per Share, upon the terms
and subject to the conditions of the Offer.
The Company will determine a single per Share price (not greater than
$38.00 nor less than $34.00 per Share) (the "Purchase Price"), that it will pay
for Shares validly tendered pursuant to the Offer taking into account the number
of Shares so tendered and the prices specified by tendering stockholders. The
Company will select the Purchase Price which will allow it to buy 1,000,000
Shares (or such lesser number of Shares as are validly tendered at prices not
greater than $38.00 nor less than $34.00 per Share, subject to the condition
that there must be at least 100,000 Shares validly tendered at prices not
greater than $38.00 nor less than $34.00 per Share (the "Minimum Condition"))
pursuant to the Offer. All Shares validly tendered at prices at or below the
Purchase Price will be purchased at the Purchase Price, net to the seller in
cash, upon the terms and subject to the conditions of the Offer, including the
proration terms thereof and the Minimum Condition. The Company will return all
other Shares, including Shares tendered at prices greater than the Purchase
Price and Shares not purchased because of proration or because the Minimum
Condition was not met. See Section 1 of the Offer to Purchase.
This will instruct you to tender to the Company, on (our) (my) behalf,
the number of Shares indicated below (or if no number is indicated below, all
Shares) which are beneficially owned by (us) (me) and registered in your name,
upon terms and subject to the conditions of Offer.
- --------------------------------------------------------------------------------
NUMBER OF SHARES TO BE TENDERED: __________________ SHARES*
* Unless otherwise indicated, it will be assumed that all Shares held by
us for your account are to be tendered.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SHARES TENDERED AT PRICE
DETERMINED BY DUTCH AUCTION
[ ] The undersigned wants to maximize the chance of having the Company
purchase all the Shares the undersigned is tendering (subject to the
possibility of proration). Accordingly, by checking this one box INSTEAD
OF ONE OF THE PRICE BOXES BELOW, the undersigned hereby tenders Shares and
is willing to accept the Purchase Price resulting from the Dutch auction
tender process. This action could result in receiving a price per Share as
low as $34.00 or as high as $38.00.
OR
SHARES TENDERED AT PRICE
DETERMINED BY SHAREHOLDER
By checking ONE of the boxes below INSTEAD OF THE BOX ABOVE, the
undersigned hereby tenders Shares at the price checked. This action could
result in none of the Shares being purchased if the Purchase Price for the
Shares is less than the price checked. A shareholder who desires to tender
Shares at more than one price must complete a separate letter of
transmittal for each price at which Shares are tendered. The same Shares
cannot be tendered at more then one price. IF MORE THAN ONE BOX IS
CHECKED, OR IF NO BOX IS CHECKED, THERE IS NO VALID TENDER OF SHARES.
- --------------------------------------------------------------------------------
3
<PAGE>
/ / $34.00 / / $35.00 / / $36.00 / / $37.00 / / $38.00
/ / $34.25 / / $35.25 / / $36.25 / / $37.25
/ / $34.50 / / $35.50 / / $36.50 / / $37.50
/ / $34.75 / / $36.75 / / $36.75 / / $37.75
- --------------------------------------------------------------------------------
ODD LOTS
(SEE INSTRUCTION 8)
To be completed ONLY if Shares are being tendered by or on behalf of a
person owning beneficially, as of the close of business on April 30, 1999, and
who continues to own beneficially as of the Expiration Date, an aggregate of
fewer than 100 Shares.
/ / By checking this box the undersigned represents that the undersigned owned
beneficially or of record as of the close of business on April 30, 1999 and
continues to own beneficially or of record as of the Expiration Date, an
aggregate of fewer than 100 Shares and is tendering all of such Shares.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
IMPORTANT
SIGN HERE
Signature(s):
-----------------------------------------------------------
-----------------------------------------------------------
Print Name(s):
-----------------------------------------------------------
-----------------------------------------------------------
Address
-----------------------------------------------------------
(Include Zip Code):
-----------------------------------------------------------
Area Code and Telephone Number:
------------------------------------------------
Taxpayer Identification or Social Security Number(s):
--------------------------
Dated: _____________________, 1999
- --------------------------------------------------------------------------------
THIS FORM MUST BE RETURNED TO THE BROKERAGE FIRM MAINTAINING YOUR ACCOUNT.
4
<PAGE>
EXHIBIT (a)(6)
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE PAYER.
Social Security numbers have nine digits separated by two hyphens: i.e., 000-00-
0000. Employer identification numbers have nine digits separated by only one
hyphen: i.e., 00-0000000. The table below will help determine the number to
give the payer.
<TABLE>
<CAPTION>
FOR THIS TYPE OF ACCOUNT: GIVE THE SOCIAL SECURITY NUMBER OF:
- ------------------------------------------------------------ ----------------------------------------------------------
<S> <C>
1. An individual's account The individual
2. Two or more individuals (joint account) The actual owner of the account or, if combined funds,
any one of other individuals (1)
3. Husband and wife The actual owner of the account or, if joint funds, either
person (1)
4. Custodial account of a minior (Uniform Gift to The minior (2)
Minors Act)
5. Adult and minor (joint account) The adult or, if the minor is the only contributor, the
minor (1)
6. Account in the name of guardian or committee for a The ward, minor, or incompetent person (3)
designated ward, minor, or incompetent
7. a. The usual revocable savings trust account (grantor The grantor-trustee (1)
is also trustee)
b. So-called account that is not a legal or valid trust The actual owner (1)
under state law
8. Sole proprietorship The owner (4)
</TABLE>
<TABLE>
<CAPTION>
GIVE THE EMPLOYER IDENTIFICATION
FOR THIS TYPE OF ACCOUNT: NUMBER OF:
- ------------------------------------------------------------ ----------------------------------------------------------
<S> <C>
9. A valid trust, estate or pension trust The legal entity (do not furnish the identification number
of the personal representative or trustee unless the legal
entity itself is not designated in the account title (5)
10. Corporate account The corporation
11. Religious, charitable, or educational organization The organization
account
12. Partnership account The partnership
13. Association, club or other tax-exempt organization The organization
14. A broker or registered nominee The broker or nominee
15. Account with the Department of Agriculture in the The public entity
name of a public entity (such as a state or local
government, school district, or prison) that receives
agricultural program payments
</TABLE>
__________________________________
(1) List first and circle the name of the person whose number you furnish.
(2) Circle the minor's name and furnish the minor's social security number.
(3) Circle the ward's, minor's or incompetent person's name and furnish such
person's social security number.
(4) Show the name of the owner.
(5) List first and circle the name of the legal trust, estate, or pension
trust.
NOTE: If no name is circled when there is more than one name, the number will be
considered to be that of the first name listed.
<PAGE>
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
OBTAINING A NUMBER
If you don't have a taxpayer identification number or you don't know your
number, obtain Form SS-5, Application for a Social Security Number Card, or Form
SS-4, Application for Employer Identification Number, at the local office of the
Social Security Administration or the Internal Revenue Service and apply for a
number.
PAYEES EXEMPT FROM BACKUP WITHHOLDING
Payees specifically exempted from backup withholding on ALL payments
including the following:
- - A corporation.
- - A financial institution.
- - An organization exempt from tax under section 501(a) of the
Internal Revenue Code of 1986, as amended (the "Code"), or an
individual retirement plan.
- - The United States or any agency or instrumentality thereof.
- - A State, the District of Columbia, a possession of the United
States, or any subdivision or instrumentality thereof.
- - A foreign government, a political subdivision of a foreign
government, or any agency or instrumentality thereof.
- - An international organization or any agency or instrumentality
thereof.
- - A registered dealer in securities or commodities registered in
the U.S. or a possession of the U.S.
- - A real estate investment trust. A common trust fund operated by a
bank under section 584(a) of the Code.
- - An exempt charitable remainder trust, or a non-exempt trust
described in section 4947(a)(1) of the Code.
- - An entity registered at all times under the Investment Company
Act of 1940.
- - A foreign central bank of issue.
Payments of dividends and patronage dividends not generally subject to
backup withholding include the following:
- - Payments to nonresident aliens subject to withholding under
section 1441 of the Code.
- - Payments to partnerships not engaged in a trade or business in
the United States and which have at least one nonresident
partner.
- - Payments of patronage dividends where the amount renewed is not
paid in money.
- - Payments made by certain foreign organizations.
- - Payments made to a nominee.
Payments of interest not generally subject to backup withholding include
the following:
- - Payments of interest on obligations issued by individuals.
NOTE: You may be subject to backup withholding if this
interest is $600 or more and is paid in the course of the
payer's trade or business and you have not provided your
correct taxpayer identification number to the payer.
- - Payments of tax-exempt interest (including exempt-interest
dividends under section 852) of the Code.
- - Payments described in section 6049(b)(5) of the Code to non-
resident aliens.
- - Payments on tax-free covenant bonds under section 1451 of the
Code.
- - Payments made by certain foreign organizations.
- - Payments made to a nominee.
EXEMPT PAYEES DESCRIBED ABOVE MUST STILL COMPLETE THE SUBSTITUTE FORM W-9
ENCLOSED HEREWITH TO AVOID POSSIBLE ERRONEOUS BACKUP WITHHOLDING. FILE
SUBSTITUTE FORM W-9 WITH THE PAYER, REMEMBERING TO CERTIFY YOUR TAXPAYER
IDENTIFICATION NUMBER ON PART III OF THE FORM, WRITE "EXEMPT" ON THE FACE OF THE
FORM AND SIGN AND DATE THE FORM AND RETURN IT TO THE PAYER.
Payments that are not subject to information reporting are also not subject
to backup withholding. For details, see sections 6041, 6041A(a), 6042, 6044,
6045, 6049, 6050A, and 6050N of the Code and their regulations.
PRIVACY ACT NOTICE.--Section 6109 requires most recipients of dividends,
interest, or other payments to give taxpayer identification numbers to payers
who must report the payments to IRS. The IRS uses the numbers for
identification purposes and to help verify the accuracy of your tax return.
Payers must be given the numbers whether or not recipients are required to file
a tax return. Payers must generally withhold 31% of taxable interest,
dividends, and certain other payments to a payee who does not furnish a taxpayer
identification number to a payer. Certain penalties may also apply.
PENALTIES
(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER.--If you
fail to furnish your taxpayer identification number to a payer, you are subject
to a penalty of $50 for each such failure unless your failure is due to
reasonable cause and not to willful neglect.
(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING.--If
you make a false statement with no reasonable basis which results in no
imposition of backup withholding, you are subject to a penalty of $500.
(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION.--Falsifying
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonment.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR
THE INTERNAL REVENUE SERVICE.
<PAGE>
EXHIBIT (a)(7)
BancFirst Corporation
101 NORTH BROADWAY, SUITE 200
OKLAHOMA CITY, OKLAHOMA 73102
PRESS RELEASE
For Immediate Release: Monday, May 3, 1999.
For further information call Randy Foraker, Senior Vice President and
Controller, at (405) 270-1086.
BANCFIRST CORPORATION ANNOUNCES DUTCH AUCTION
SELF-TENDER OFFER FOR UP TO 1 MILLION SHARES
Oklahoma City, OK - BancFirst Corporation (NASDAQ NMS: BANF) today announced
that its Board of Directors has authorized a Dutch Auction, self-tender offer
for up to 1 million shares of the Company's common stock, representing
approximately 10.73% of its outstanding shares. The tender price range will be
from $34.00 to $38.00 per share. BancFirst shares closed trading last Friday at
$35.50.
The tender offer will be subject to various terms and conditions described
in offering materials to be distributed to shareholders this week. The Company
indicated it would use cash on hand and borrowings under a $12 million revolving
credit facility to purchase the shares.
Under the terms of the Dutch Auction offer, shareholders will be given the
opportunity to specify prices within the Company's stated price range at which
they are willing to tender their shares. Upon receipt of the tenders, the
Company will determine a final price that enables it to purchase up to the
stated amount of shares from those shareholders who agreed to sell at or below
the Company-selected purchase price. All shares purchased will be at that
determined price. If more than 1 million shares are tendered at or below the
purchase price, there will be a proration. The Company has been advised that
certain of its directors and executive officers and 10% stockholders intend to
tender up to an aggregate of 1,068,054 shares pursuant to the offer, making
proration probable.
David E. Rainbolt, President and Chief Executive Officer of BancFirst
Corporation, said, "We believe that our Company's stock is undervalued at the
present time, and that this repurchase is a prudent response that is in the best
interests of the Company and is consistent with our long-term objective of
increasing shareholder value."
Copies of the Offer to Purchase, Letter of Transmittal and other tender
offer documents can be obtained by calling the Information Agent, MacKenzie
Partners, Inc., at (800) 322-2885. The Dealer-Managers of the tender offer are
CIBC Oppenheimer Corp. and Howe Barnes Investments, Inc.
BancFirst, the Company's subsidiary bank, is Oklahoma's largest
state-chartered bank with $2.26 billion in total assets and 74 banking locations
serving 36 communities across Oklahoma.
<PAGE>
EXHIBIT (a)(8)
[LOGO OF BANCFIRST APPEARS HERE]
May 3, 1999
To Our Stockholders:
We are pleased to inform you that BancFirst Corporation is offering to
purchase 1,000,000 shares (representing approximately 10.73% of the currently
outstanding shares) of its common stock from its stockholders through a tender
offer at prices not greater than $38.00 nor less than $34.00 per share. The
Company is conducting the tender offer through a procedure commonly referred to
as a "Dutch Auction." This procedure allows you to select the price within that
price range at which you are willing to sell your shares to the Company. Based
upon the number of shares tendered and the prices specified by the tendering
stockholders, the Company will determine the single per share price within that
price range that will allow it to buy 1,000,000 shares (or such lesser number of
shares as are validly tendered, subject to the condition that there must be at
least 100,000 Shares validly tendered at prices not greater than $38.00 nor less
than $34.00 per Share (the "Minimum Condition")) pursuant to the Offer.). All
of the shares that are validly tendered at prices at or below that purchase
price will be purchased at that purchase price, net to the selling stockholder,
upon the terms and subject to the conditions of the Offer, including the
proration terms thereof and the Minimum Condition. All other shares which have
been tendered and not purchased will be returned to the stockholder.
The tender offer provides stockholders the opportunity to sell shares for
cash without the usual transaction costs and, in the case of those holders who
own less than 100 shares, without incurring any applicable odd lot discounts.
The tender offer is explained in detail in the enclosed Offer to Purchase
and Letter of Transmittal. If you wish to tender your shares, detailed
instructions on how to tender shares are also in the enclosed materials. We
encourage you to read these materials carefully before making any decision with
respect to the tender offer. Neither the Company nor its Board of Directors
makes any recommendation to any stockholder as to whether to tender or refrain
from tendering shares.
Please note that the tender offer is scheduled to expire at midnight, New
York City time, on Tuesday, June 1, 1999, unless extended by the Company.
Questions regarding the tender offer may be directed to MacKenzie Partners,
Inc., the Information Agent, at (800) 322-2885 (Toll Free).
Sincerely,
David E. Rainbolt
President and Chief Executive Officer
<PAGE>
EXHIBIT(b)(1)
CREDIT AGREEMENT
Harris Trust and Savings Bank
Chicago, Illinois
Ladies and Gentlemen:
The undersigned, BancFirst Corporation, an Oklahoma corporation (the
"Borrower"), applies to you (the "Bank") for your commitment, subject to the
terms and conditions hereof and on the basis of the representations and
warranties hereinafter set forth, to extend credit to the Borrower, all as more
fully set forth below.
SECTION 1. THE CREDIT.
Section 1.1. Revolving Credit. Subject to the terms and conditions
hereof, the Bank agrees to extend a revolving credit (the "Revolving Credit") to
the Borrower which may be availed of by the Borrower from time to time during
the period from and including the date hereof to but not including the
Termination Date, at which time the commitment of the Bank to extend credit
under the Revolving Credit shall expire. The Revolving Credit may be utilized by
the Borrower in the form of loans (individually a "Loan" and collectively the
"Loans"), provided that the aggregate principal amount of Loans outstanding at
any one time shall not exceed $12,000,000 (the "Commitment", as such amount may
be reduced pursuant to Section 3.3 hereof). The Loans shall be made against and
evidenced by a single promissory note of the Borrower in the form (with
appropriate insertions) attached hereto as Exhibit A (the "Note"). Without
regard to the principal amount of the Note stated on its face, the actual
principal amount at any time outstanding and owing by the Borrower on account of
the Note shall be the sum of all Loans made hereunder less all payments of
principal actually received by the Bank. During the period from and including
the date hereof to but not including the Termination Date, the Borrower may use
the Commitment by borrowing, repaying and reborrowing Loans in whole or in part,
all in accordance with the terms and conditions of this Agreement.
Section 1.2. Manner and Disbursement of Loans. The Borrower shall give
written or telephonic notice to the Bank (which notice shall be irrevocable once
given) by no later than 11:00 a.m. (Chicago time) on the date the Borrower
requests the Bank to make a Loan hereunder. Each such notice shall specify the
date of the Loan requested (which must be a Business Day) and the amount of such
Loan; provided, however, that Loans which bear interest with reference to
Adjusted LIBOR or an Offered Rate shall be in such amount as is required by
Section 2 hereof. Each Loan shall initially constitute part of the Domestic Rate
Portion except to the extent the Borrower has otherwise timely elected that such
Loan, or any part thereof, constitute part of a Fixed Rate Portion as provided
in Section 2 hereof. The Borrower agrees that the Bank may rely upon any written
or telephonic notice given by any person the Bank in good faith believes is an
Authorized Representative without the necessity of independent investigation.
Subject to the provisions of Section 6 hereof, the proceeds of each Loan shall
be made available
<PAGE>
to the Borrower at the principal office of the Bank in Chicago, Illinois, in
immediately available funds.
SECTION 2. INTEREST AND CHANGE IN CIRCUMSTANCES.
Section 2.1. Interest Rate Options.
(a) Subject to all of the terms and conditions of this Section 2, portions
of the principal indebtedness evidenced by the Note (all of the indebtedness
evidenced by the Note bearing interest at the same rate for the same period of
time being hereinafter referred to as a "Portion") may, at the option of the
Borrower, bear interest with reference to the Domestic Rate (the "Domestic Rate
Portion") or with reference to an Adjusted LIBOR ("LIBOR Portions") or with
reference to an Offered Rate ("Offered Rate Portions"), and Portions may be
converted from time to time from one basis to another. All of the indebtedness
evidenced by the Note which is not part of a Fixed Rate Portion shall constitute
a single Domestic Rate Portion. All of the indebtedness evidenced by the Note
which bears interest with reference to a particular Adjusted LIBOR for a
particular Interest Period shall constitute a single LIBOR Portion, and all of
the indebtedness evidenced by the Note which bears interest with reference to a
particular Offered Rate for a particular Interest Period shall constitute a
single Offered Rate Portion. There shall not be more than four (4) Fixed Rate
Portions applicable to the Note outstanding at any one time. Anything contained
herein to the contrary notwithstanding, the obligation of the Bank to create,
continue or effect by conversion any Fixed Rate Portion shall be conditioned
upon the fact that at the time no Default or Event of Default shall have
occurred and be continuing. The Borrower hereby promises to pay interest on each
Portion at the rates and times specified in this Section 2.
(b) Domestic Rate Portion. The Domestic Rate Portion shall bear interest
at the rate per annum equal to the Domestic Rate as in effect from time to time,
provided that if the Domestic Rate Portion or any part thereof is not paid when
due (whether by lapse of time, acceleration or otherwise) such Portion shall
bear interest, whether before or after judgment, until payment in full thereof
at the rate per annum determined by adding 2% to the interest rate which would
otherwise be applicable thereto from time to time. Interest on the Domestic Rate
Portion shall be payable quarterly in arrears on the last day of each March,
June, September, and December in each year and at maturity of the Note and
interest after maturity (whether by lapse of time, acceleration or otherwise)
shall be due and payable upon demand. Any change in the interest rate on the
Domestic Rate Portion resulting from a change in the Domestic Rate shall be
effective on the date of the relevant change in the Domestic Rate.
(c) LIBOR Portions. Each LIBOR Portion shall bear interest for each
Interest Period selected therefor at a rate per annum determined by adding 1.35%
to the Adjusted LIBOR for such Interest Period, provided that if any LIBOR
Portion is not paid when due (whether by lapse of time, acceleration or
otherwise) such Portion shall bear interest, whether before or after judgment,
until payment in full thereof through the end of the Interest Period then
applicable thereto at the rate per annum determined by adding 2% to the interest
rate which would otherwise be applicable thereto, and effective at the end of
such Interest Period such LIBOR Portion shall automatically be converted into
and added to the Domestic Rate Portion and shall thereafter bear interest at the
interest rate applicable to the Domestic Rate Portion after default.
-2-
<PAGE>
Interest on each LIBOR Portion shall be due and payable on the last day of each
Interest Period applicable thereto and, with respect to any Interest Period in
excess of three months, on the date occurring every three months after the date
such Interest Period began and at the end of such Interest Period, and interest
after maturity (whether by lapse of time, acceleration or otherwise) shall be
due and payable upon demand. The Borrower shall notify the Bank on or before
11:00 a.m. (Chicago time) on the third Business Day preceding the end of an
Interest Period applicable to a LIBOR Portion whether such LIBOR Portion is to
continue as a LIBOR Portion, in which event the Borrower shall notify the Bank
of the new Interest Period selected therefor, and in the event the Borrower
shall fail to so notify the Bank, such LIBOR Portion shall automatically be
converted into and added to the Domestic Rate Portion as of and on the last day
of such Interest Period.
(d) Offered Rate Portions. Each Offered Rate Portion shall bear interest
for each Interest Period selected therefor at the Offered Rate for such Interest
Period, provided that if any Offered Rate Portion is not paid when due (whether
by lapse of time, acceleration or otherwise) such Portion shall bear interest,
whether before or after judgment, until payment in full thereof through the end
of the Interest Period then applicable thereto at the rate per annum determined
by adding 2% to the interest rate which would otherwise be applicable thereto,
and effective at the end of such Interest Period such Offered Rate Portion shall
automatically be converted into and added to the Domestic Rate Portion and shall
thereafter bear interest at the interest rate applicable to the Domestic Rate
Portion after default. Interest on each Offered Rate Portion shall be due and
payable on the last day of each Interest Period applicable thereto, and interest
after maturity (whether by lapse of time, acceleration or otherwise) shall be
due and payable upon demand. The Borrower shall notify the Bank on or before
11:00 a.m. (Chicago time) on the Business Day preceding the end of an Interest
Period applicable to an Offered Rate Portion whether such Offered Rate Portion
is to continue as an Offered Rate Portion, in which event the Borrower shall
notify the Bank of the new Interest Period selected therefor, and in the event
the Borrower shall fail to so notify the Bank, such Offered Rate Portion shall
automatically be converted into and added to the Domestic Rate Portion as of and
on the last day of such Interest Period. The Borrower understands and agrees
that the Bank has no obligation to quote Offered Rates or to make any Offered
Rate Portion available to the Borrower, that the Bank may refuse to make any
such Offered Rate Portion after receiving a request therefor from the Borrower,
and that any such Offered Rate Portion made available to the Borrower shall be
subject to such other terms and conditions as are mutually agreed upon by the
Borrower and the Bank.
Section 2.2. Minimum Amounts. Each Fixed Rate Portion shall be in an
amount equal to $250,000 or such greater amount which is an integral multiple of
$50,000.
Section 2.3. Computation of Interest. All interest on the Note shall be
computed on the basis of a year of 360 days for the actual number of days
elapsed.
Section 2.4. Manner of Rate Selection. The Borrower shall notify the Bank
by (i) 11:00 a.m. (Chicago time) at least 3 Business Days prior to the date upon
which the Borrower requests that any LIBOR Portion be created or that any part
of the Domestic Rate Portion or any part of an Offered Rate Portion be converted
into a LIBOR Portion and (ii) 11:00 a.m. (Chicago time) at least 1 Business Day
prior to the date upon which the Borrower requests that any Offered Rate
-3-
<PAGE>
Portion be created or that any part of the Domestic Rate Portion or any part of
a LIBOR Portion be converted into an Offered Rate Portion (each such notice to
specify in each instance the amount thereof and the Interest Period selected
therefor). If any request is made to convert a Fixed Rate Portion into another
type of Portion available hereunder, such conversion shall only be made so as to
become effective as of the last day of the Interest Period applicable thereto.
All requests for the creation, continuance and conversion of Portions under this
Agreement shall be irrevocable. Such requests may be written or oral and the
Bank is hereby authorized to honor telephonic requests for creations,
continuances and conversions received by it from any person the Bank in good
faith believes to be an Authorized Representative without the need of
independent investigation, the Borrower hereby indemnifying the Bank from any
liability or loss ensuing from so acting.
Section 2.5. Change of Law. Notwithstanding any other provisions of this
Agreement or the Note, if at any time the Bank shall determine that any change
in applicable laws, treaties or regulations or in the interpretation thereof
makes it unlawful for the Bank to create or continue to maintain any Fixed Rate
Portion, it shall promptly so notify the Borrower and the obligation of the Bank
to create, continue or maintain any such Fixed Rate Portion under this Agreement
shall be suspended until it is no longer unlawful for the Bank to create,
continue or maintain such Fixed Rate Portion. The Borrower, on demand, shall, if
the continued maintenance of any such Fixed Rate Portion is unlawful, thereupon
prepay the outstanding principal amount of the affected Fixed Rate Portion,
together with all interest accrued thereon and all other amounts payable to the
Bank with respect thereto under this Agreement; provided, however, that the
Borrower may elect to convert the principal amount of the affected Portion into
another type of Portion available hereunder, subject to the terms and conditions
of this Agreement.
Section 2.6. Unavailability of Deposits or Inability to Ascertain Adjusted
LIBOR. Notwithstanding any other provision of this Agreement or the Note, if
the Bank shall determine prior to the commencement of any Interest Period that
deposits in the amount of any LIBOR Portion scheduled to be outstanding during
such Interest Period are not readily available to the Bank in the relevant
market or, by reason of circumstances affecting the relevant market, adequate
and reasonable means do not exist for ascertaining Adjusted LIBOR, then the Bank
shall promptly give notice thereof to the Borrower and the obligations of the
Bank to create, continue or effect by conversion any such LIBOR Portion in such
amount and for such Interest Period shall be suspended until deposits in such
amount and for the Interest Period selected by the Borrower shall again be
readily available in the relevant market and adequate and reasonable means exist
for ascertaining Adjusted LIBOR.
Section 2.7. Taxes and Increased Costs. With respect to any Fixed Rate
Portion, if the Bank shall determine that any change in any applicable law,
treaty, regulation or guideline (including, without limitation, Regulation D of
the Board of Governors of the Federal Reserve System) or any new law, treaty,
regulation or guideline, or any interpretation of any of the foregoing by any
governmental authority charged with the administration thereof or any central
bank or other fiscal, monetary or other authority having jurisdiction over the
Bank or its lending branch or the Fixed Rate Portions contemplated by this
Agreement (whether or not having the force of law), shall:
-4-
<PAGE>
(i) impose, increase, or deem applicable any reserve, special
deposit or similar requirement against assets held by, or deposits in or
for the account of, or loans by, or any other acquisition of funds or
disbursements by, the Bank which is not in any instance already accounted
for in computing the interest rate applicable to such Fixed Rate Portion;
(ii) subject the Bank, any Fixed Rate Portion or the Note to the
extent it evidences such a Portion to any tax (including, without
limitation, any United States interest equalization tax or similar tax
however named applicable to the acquisition or holding of debt obligations
and any interest or penalties with respect thereto), duty, charge, stamp
tax, fee, deduction or withholding in respect of this Agreement, any Fixed
Rate Portion or the Note to the extent it evidences such a Portion, except
such taxes as may be measured by the overall net income or gross receipts
of the Bank or its lending branches and imposed by the jurisdiction, or any
political subdivision or taxing authority thereof, in which the Bank's
principal executive office or its lending branch is located;
(iii) change the basis of taxation of payments of principal and
interest due from the Borrower to the Bank hereunder or under the Note to
the extent it evidences any Fixed Rate Portion (other than by a change in
taxation of the overall net income or gross receipts of the Bank); or
(iv) impose on the Bank any penalty with respect to the foregoing or
any other condition regarding this Agreement, any Fixed Rate Portion, or
its disbursement, or the Note to the extent it evidences any Fixed Rate
Portion;
and the Bank shall determine that the result of any of the foregoing is to
increase the cost (whether by incurring a cost or adding to a cost) to the Bank
of creating or maintaining any Fixed Rate Portion hereunder or to reduce the
amount of principal or interest received or receivable by the Bank (without
benefit of, or credit for, any prorations, exemption, credits or other offsets
available under any such laws, treaties, regulations, guidelines or
interpretations thereof), then the Borrower shall pay on demand to the Bank from
time to time as specified by the Bank such additional amounts as the Bank shall
reasonably determine are sufficient to compensate and indemnify it for such
increased cost or reduced amount. If the Bank makes such a claim for
compensation, it shall provide to the Borrower a certificate setting forth the
computation of the increased cost or reduced amount as a result of any event
mentioned herein in reasonable detail and such certificate shall be conclusive
if reasonably determined.
Section 2.8. Funding Indemnity. In the event the Bank shall incur any
loss, cost or expense (including, without limitation, any loss (including loss
of profit), cost or expense incurred by reason of the liquidation or
reemployment of deposits or other funds acquired or contracted to be acquired by
the Bank to fund or maintain any Fixed Rate Portion or the relending or
reinvesting of such deposits or other funds or amounts paid or prepaid to the
Bank) as a result of:
-5-
<PAGE>
(i) any payment of a Fixed Rate Portion on a date other than the last
day of the then applicable Interest Period for any reason, whether before or
after default, and whether or not such payment is required by any provisions of
this Agreement; or
(ii) any failure by the Borrower to create, borrow, continue or effect
by conversion a Fixed Rate Portion on the date specified in a notice given
pursuant to this Agreement;
then upon the demand of the Bank, the Borrower shall pay to the Bank such amount
as will reimburse the Bank for such loss, cost or expense. If the Bank requests
such a reimbursement, it shall provide to the Borrower a certificate setting
forth the computation of the loss, cost or expense giving rise to the request
for reimbursement in reasonable detail and such certificate shall be conclusive
if reasonably determined.
Section 2.9. Lending Branch. The Bank may, at its option, elect to make,
fund or maintain Portions of the Loans hereunder at such of its branches or
offices as the Bank may from time to time elect.
Section 2.10. Discretion of Bank as to Manner of Funding. Notwithstanding
any provision of this Agreement to the contrary, the Bank shall be entitled to
fund and maintain its funding of all or any part of the Note in any manner it
sees fit, it being understood, however, that for the purposes of this Agreement
all determinations hereunder (including, without limitation, determinations
under Sections 2.6, 2.7 and 2.8 hereof) shall be made as if the Bank had
actually funded and maintained each Fixed Rate Portion during each Interest
Period applicable thereto through the purchase of deposits in the relevant
market in the amount of such Fixed Rate Portion, having a maturity corresponding
to such Interest Period, and, in the case of any LIBOR Portion, bearing an
interest rate equal to the LIBOR for such Interest Period.
SECTION 3. FEES, PREPAYMENTS, TERMINATIONS AND APPLICATIONS.
Section 3.1. Closing Fee. The Borrower shall pay to the Bank on the date
hereof a non-refundable closing fee in the amount of $20,000.
Section 3.2. Voluntary Prepayments. The Borrower shall have the privilege
of prepaying the Note in whole or in part (but, if in part, then (i) if such
Loan constitutes part of a Fixed Rate Portion, in an amount not less than
$100,000 and (ii) in an amount such that the minimum amount required for a Loan
pursuant to Section 2.2 hereof remain outstanding) at any time upon 3 Business
Days prior notice to the Bank (such notice if received subsequent to 11:00 a.m.
(Chicago time) on a given day to be treated as though received at the opening of
business on the next Business Day), by paying to the Bank the principal amount
to be prepaid and (i) if such a prepayment prepays the Note in full and is
accompanied by the termination in whole of the Commitment, accrued interest
thereon to the date of prepayment and (ii) any amounts due the Bank under
Section 2.8 hereof.
Section 3.3. Terminations. The Borrower shall have the right at any time
and from time to time, upon one (1) Business Day prior notice to the Bank, to
terminate without premium or
-6-
<PAGE>
penalty and in whole or in part (but if in part, then in an amount not less than
$500,000) the Commitment, provided that the Commitment may not be so reduced to
an amount less than the aggregate principal amount of the Loans then
outstanding. Any termination of the Commitment pursuant to this Section may not
be reinstated.
Section 3.4. Place and Application of Payments. All payments of
principal, interest, and all other Obligations payable under the Loan Documents
shall be made to the Bank at its office at 111 West Monroe Street, Chicago,
Illinois (or at such other place as the Bank may specify) no later than 12:00
noon (Chicago time) on the date any such payment is due and payable. Payments
received by the Bank after 12:00 noon (Chicago time) shall be deemed received as
of the opening of business on the next Business Day. All such payments shall be
made in lawful money of the United States of America, in immediately available
funds at the place of payment, without set-off or counterclaim. Unless the
Borrower otherwise directs, principal payments shall be first applied to the
Domestic Rate Portion until payment in full thereof, with any balance applied to
the Fixed Rate Portions in the order in which their Interest Periods expire.
Section 3.5. Notations. All Loans made against the Note, the status of
all amounts evidenced by the Note as constituting part of the Domestic Rate
Portion or a LIBOR Portion or Offered Rate Portion, and, in the case of any
Fixed Rate Portion, the rates of interest and Interest Periods applicable to
such Portions shall be recorded by the Bank on its books and records or, at its
option in any instance, endorsed on a schedule to the Note and the unpaid
principal balance and status, rates and Interest Periods so recorded or endorsed
by the Bank shall be prima facie evidence in any court or other proceeding
brought to enforce the Note of the principal amount remaining unpaid thereon,
the status of the Loans evidenced thereby and the interest rates and Interest
Periods applicable thereto; provided that the failure of the Bank to record any
of the foregoing shall not limit or otherwise affect the obligation of the
Borrower to repay the principal amount of the Note together with accrued
interest thereon. Prior to any negotiation of the Note, the Bank shall record on
a schedule thereto the status of all amounts evidenced thereby as constituting
part of the Domestic Rate Portion or a LIBOR Portion or Offered Rate Portion
and, in the case of any Fixed Rate Portion, the rates of interest and the
Interest Periods applicable thereto.
SECTION 4. DEFINITIONS.
The following terms when used herein shall have the following meanings
(capitalized terms defined elsewhere in this Agreement shall, unless otherwise
specified, have the meanings so ascribed to them in all other provisions of this
Agreement):
"Adjusted LIBOR" means a rate per annum determined by the Bank in
accordance with the following formula:
LIBOR
Adjusted LIBOR = -----------------------
100%-Reserve Percentage
"Reserve Percentage" means, for the purpose of computing Adjusted LIBOR, the
maximum rate of all reserve requirements (including, without limitation, any
marginal, emergency,
-7-
<PAGE>
supplemental or other special reserves) imposed by the Board of Governors of the
Federal Reserve System (or any successor) under Regulation D on Eurocurrency
liabilities (as such term is defined in Regulation D) for the applicable
Interest Period as of the first day of such Interest Period, but subject to any
amendments to such reserve requirement by such Board or its successor, and
taking into account any transitional adjustments thereto becoming effective
during such Interest Period. For purposes of this definition, LIBOR Portions
shall be deemed to be Eurocurrency liabilities as defined in Regulation D
without benefit of or credit for prorations, exemptions or offsets under
Regulation D. "LIBOR" means, for each Interest Period, (a) the LIBOR Index Rate
for such Interest Period, if such rate is available, and (b) if the LIBOR Index
Rate cannot be determined, the arithmetic average of the rates of interest per
annum (rounded upward, if necessary, to the nearest 1/100th of 1%) at which
deposits in U.S. Dollars in immediately available funds are offered to the Bank
at 11:00 a.m. (London, England time) two (2) Business Days before the beginning
of such Interest Period by three (3) or more major banks in the interbank
eurodollar market selected by the Bank for a period equal to such Interest
Period and in an amount equal or comparable to the applicable LIBOR Portion
scheduled to be outstanding from the Bank during such Interest Period. "LIBOR
Index Rate" means, for any Interest Period, the rate per annum (rounded upwards,
if necessary, to the next higher one hundred-thousandth of a percentage point)
for deposits in U.S. Dollars for a period equal to such Interest Period, which
appears on the Telerate Page 3750 as of 11:00 a.m. (London, England time) on the
day two (2) Business Days before the commencement of such Interest Period.
"Telerate Page 3750" means the display designated as "Page 3750" on the Dow
Jones Telerate Service (or such other page as may replace Page 3750 on that
service or such other service as may be nominated by the British Bankers'
Association as the information vendor for the purpose of displaying British
Bankers' Association Interest Settlement Rates for U.S. Dollar deposits). Each
determination of LIBOR made by the Bank shall be conclusive and binding absent
manifest error.
"Authorized Representative" means those persons shown on the list of
officers provided by the Borrower pursuant to Section 6.1 hereof or on any
update of any such list provided by the Borrower to the Bank, or any further or
different officer of the Borrower so named by any Authorized Representative of
such Borrower in a written notice to the Bank.
"Banking Subsidiary" means any Subsidiary of the Borrower which is a bank
or thrift organized under the laws of the United States of America or any state
thereof.
"Business Day" means any day other than a Saturday or Sunday on which the
Bank is not authorized or required to close in Chicago, Illinois and, when used
with respect to LIBOR Portions, a day on which the Bank is also dealing in
United States Dollar deposits in London, England and Nassau, Bahamas.
"Default" means any event or condition the occurrence of which would, with
the passage of time or the giving of notice, or both, constitute an Event of
Default.
"Domestic Rate" means, for any day, the greater of (i) the rate of interest
announced by the Bank from time to time as its prime commercial rate, as in
effect on such day (it being understood and agreed that such rate may not be the
Bank's best or lowest rate); and (ii) the sum
-8-
<PAGE>
of (x) the rate determined by the Bank to be the average (rounded upwards, if
necessary, to the next higher 1/100 of 1%) of the rates per annum quoted to the
Bank at approximately 10:00 a.m. (Chicago time) (or as soon thereafter as is
practicable) on such day (or, if such day is not a Business Day, on the
immediately preceding Business Day) by two or more Federal funds brokers
selected by the Bank for the sale to the Bank at face value of Federal funds in
an amount equal or comparable to the principal amount owed to the Bank for which
such rate is being determined, plus (y) 3/8 of 1%.
"Domestic Rate Portion" is defined in Section 2.1(a) hereof.
"Event of Default" means any event or condition identified as such in
Section 8.1 hereof.
"Fixed Rate Portions" means and includes LIBOR Portions and Offered Rate
Portions, unless the context in which such term is used shall otherwise require.
"Interest Period" means, with respect to (a) any LIBOR Portion, the period
commencing on, as the case may be, the creation, continuation or conversion date
with respect to such LIBOR Portion and ending 1, 2, 3 or 6 months thereafter as
selected by the Borrower in its notice as provided herein and (b) any Offered
Rate Portion, the period commencing on, as the case may be, the creation,
continuation or conversion date with respect to such Offered Rate Portion and
ending 5 to 180 days thereafter as selected by the Borrower in its notice as
provided herein; provided that all of the foregoing provisions relating to
Interest Periods are subject to the following:
(i) if any Interest Period would otherwise end on a day which is not
a Business Day, that Interest Period shall be extended to the next succeeding
Business Day, unless in the case of an Interest Period for a LIBOR Portion the
result of such extension would be to carry such Interest Period into another
calendar month in which event such Interest Period shall end on the immediately
preceding Business Day;
(ii) no Interest Period may extend beyond the final maturity date of
the Note; and
(iii) the interest rate to be applicable to each Portion for each
Interest Period shall apply from and including the first day of such Interest
Period to but excluding the last day thereof.
For purposes of determining an Interest Period, a month means a period starting
on one day in a calendar month and ending on a numerically corresponding day in
the next calendar month, provided, however, if an Interest Period begins on the
last day of a month or if there is no numerically corresponding day in the month
in which an Interest Period is to end, then such Interest Period shall end on
the last Business Day of such month.
"LIBOR Portions" is defined in Section 2.1(a) hereof.
-9-
<PAGE>
"Lien" means any mortgage, lien, security interest, pledge, charge or
encumbrance of any kind in respect of any Property, including the interests of a
vendor or lessor under any conditional sale, capital lease or other title
retention arrangement.
"Loan Documents" means this Agreement and the Note.
"Non-Performing Assets" means with reference to any Person, as of any time
the same is to be determined, the sum of all non-performing assets of such
Person as determined in accordance with regulatory accounting principles
applicable to such Person, but in any event including, without limitation, (i)
loans or other extensions of credit on which any payment (whether principal or
interest or otherwise) is not made within 90 days of its original due date, (ii)
loans which have been placed on a non-accrual basis, (iii) loans structured so
as to not bear interest at a then market rate or so that other terms thereof
have been compromised, and (iv) property acquired by repossession or foreclosure
and, without duplication, property acquired pursuant to in-substance
foreclosure.
"Obligations" means all obligations of the Borrower to pay principal and
interest on the Loans, all fees and charges payable hereunder, and all other
payment obligations of the Borrower arising under or in relation to any Loan
Document, in each case whether now existing or hereafter arising, due or to
become due, direct or indirect, absolute or contingent, and howsoever evidenced,
held or acquired.
"Offered Rate" means the rate per annum quoted to the Borrower by the Bank
for the applicable Interest Period, such Offered Rate being subject at all times
to the provisions of Section 2.1(d) hereof.
"Offered Rate Portions" is defined in Section 2.1(a) hereof.
"Person" means an individual, partnership, corporation, limited liability
company, association, trust, unincorporated organization or any other entity or
organization, including a government or agency or political subdivision thereof.
"Portion" is defined in Section 2.1(a) hereof.
"Property" means any interest in any kind of property or asset, whether
real, personal or mixed, or tangible or intangible.
"Subsidiary" means any corporation or other Person more than 50% of the
outstanding ordinary voting shares or other equity interests of which is at the
time directly or indirectly owned by the Borrower, by one or more subsidiaries
of the Borrower, or by the Borrower and one or more of its subsidiaries.
"Termination Date" means April 27, 2000, or such earlier date on which the
Commitment is terminated in whole pursuant to Section 3.3, 8.2, or 8.3 hereof.
-10-
<PAGE>
"Tier I Leverage Ratio" of any Person means, at any time, the ratio of
regulatory "core" capital (Tier I) to total assets, all as defined and
determined from time to time by applicable bank or thrift regulatory
authorities.
"Tier I Risk Based Capital Ratio" means the ratio of regulatory "core"
capital (Tier I) to weighted-risk assets and off-balance sheet items, all as
defined and determined from time to time by applicable bank or thrift regulatory
authorities.
"Total Risk Based Capital Ratio" of any Person means, at any time, the
ratio of regulatory "core" capital (Tier I) and supplementary capital elements
(Tier II) to weighted-risk assets and off-balance sheet items, all as defined
and determined from time to time by applicable bank or thrift regulatory
authorities.
"Year 2000 Problem" means any significant risk that computer hardware,
software, or equipment containing embedded microchips essential to the business
or operations of the Borrower or any of its Subsidiaries will not, in the case
of dates or time periods occurring after December 31, 1999, function at least as
efficiently and reliably as in the case of times or time periods occurring
before January 1, 2000, including the making of accurate leap year calculations.
SECTION 5. REPRESENTATIONS AND WARRANTIES.
The Borrower represents and warrants to the Bank as follows:
Section 5.1. Organization and Qualification. The Borrower is duly
organized, validly existing, and in good standing as a corporation under the
laws of the state of its incorporation. The Borrower has full and adequate
corporate power to own its Property and conduct its business as now conducted,
and is duly licensed or qualified and in good standing in each jurisdiction in
which the nature of the business conducted by it or the nature of the Property
owned or leased by it requires such licensing or qualifying. Without limiting
the generality of the foregoing, the Borrower is a bank holding company and, as
such, the Borrower has received all necessary approvals from, and has filed all
necessary reports with, all applicable federal and state regulatory authorities.
Section 5.2. Subsidiaries. Each Subsidiary is duly organized, validly
existing, and in good standing under the laws of the jurisdiction in which it is
incorporated or organized, as the case may be, has full and adequate power to
own its Property and conduct its business as now conducted, and is duly licensed
or qualified and in good standing in each jurisdiction in which the nature of
the business conducted by it or the nature of the Property owned or leased by it
requires such licensing or qualifying. Schedule 5.2 hereto identifies each
Subsidiary, the jurisdiction of its incorporation or organization, as the case
may be, the percentage of issued and outstanding shares of each class of its
capital stock or other equity interests owned by the Borrower and the
Subsidiaries and, if such percentage is not 100% (excluding directors'
qualifying shares as required by law), a description of each class of its
authorized capital stock and other equity interests and the number of shares of
each class issued and outstanding. All of the outstanding shares of capital
stock and other equity interests of each Subsidiary are validly
-11-
<PAGE>
issued and outstanding and fully paid and nonassessable, and all such shares and
other equity interests indicated on Schedule 5.2 as owned by the Borrower or a
Subsidiary are owned, beneficially and of record, by the Borrower or such
Subsidiary free and clear of all Liens. There are no outstanding commitments or
other obligations of any Subsidiary to issue, and no options, warrants, or other
rights of any Person to acquire, any shares of any class of capital stock or
other equity interests of any Subsidiary.
Section 5.3. Authority and Validity of Obligations. The Borrower has full
right and authority to enter into the Loan Documents and to perform all of its
obligations thereunder; and the Loan Documents do not, nor does the performance
or observance by the Borrower of any of the matters and things therein provided
for, contravene or constitute a default under any provision of law or any
judgment, injunction, order or decree binding upon the Borrower or any provision
of its articles of incorporation or by-laws or any covenant, indenture or
agreement of or affecting the Borrower or any of its Properties, or result in
the creation or imposition of any Lien on any Property of the Borrower.
Section 5.4. Purpose; Margin Stock. The Borrower shall use the proceeds
of the Loans for its general working capital purposes and such other legal and
proper purposes as are consistent with all applicable laws. The Borrower is not
engaged in the business of extending credit for the purpose of purchasing or
carrying margin stock (within the meaning of Regulation U of the Board of
Governors of the Federal Reserve System); and no part of the proceeds of any
Loan made hereunder will be used to purchase or carry any margin stock, or to
extend credit to others for the purpose of purchasing or carrying any such
margin stock, except to the extent done so in compliance with said Regulation U.
Margin stock (as defined above) constitutes less than 25% of those assets of the
Borrower which are subject to any limitation on sale, pledge, or other
restriction hereunder.
Section 5.5. Financial Reports. All financial statements of the Borrower
and its Subsidiaries heretofore submitted to the Bank are true and correct in
all material respects, have been prepared in accordance with generally accepted
accounting principles or regulatory accounting principles, as the case may be,
consistently applied, and fairly present the financial condition of the Borrower
and its Subsidiaries and the results of operations and cash flows of the
Borrower and its Subsidiaries as of the dates thereof and for the periods
covered thereby. Neither the Borrower nor any Subsidiary has contingent
liabilities which are material to it other than as indicated on such financial
statements or, with respect to future periods, on the financial statements
furnished pursuant to Section 7.5 hereof. Since December 31, 1998, there has
been no change in the condition (financial or otherwise) or business prospects
of the Borrower or any Subsidiary except those occurring in the ordinary course
of business, none of which individually or in the aggregate have been materially
adverse.
Section 5.6. Litigation and Taxes. There is no litigation or governmental
proceeding or labor controversy pending, nor to the knowledge of the Borrower
threatened, against the Borrower or any Subsidiary which if adversely determined
would (a) impair the validity or enforceability of, or impair the ability of the
Borrower to perform its obligations under, any Loan Document or (b) result in
any material adverse change in the financial condition, Properties, business or
operations of the Borrower or any Subsidiary. All tax returns required to be
filed by
-12-
<PAGE>
the Borrower or any Subsidiary in any jurisdiction have, in fact, been filed,
and all taxes, assessments, fees and other governmental charges upon the
Borrower or any Subsidiary or upon any of their respective Properties, income or
franchises, which are shown to be due and payable in such returns, have been
paid. The Borrower has no knowledge of any proposed additional tax assessment
against it or any Subsidiary for which adequate provisions in accordance with
generally accepted accounting principles have not been made on its accounts.
Section 5.7. Approvals. No authorization, consent, license, or exemption
from, or filing or registration with, any court or governmental department,
agency or instrumentality, nor any approval or consent of the stockholders of
the Borrower or any other Person, is or will be necessary to the valid
execution, delivery or performance by the Borrower of the Loan Documents.
Section 5.8. Compliance with Laws. The Borrower and each Subsidiary are
in compliance with the requirements of all federal, state and local laws, rules,
and regulations applicable to or pertaining to their Properties or business
operations, non-compliance with which could have a material adverse effect on
the financial condition, Properties, business or operations of the Borrower or
any Subsidiary. Neither the Borrower (or any of its directors or officers) nor
any Banking Subsidiary (or any of its directors or officers) is a party to, or
subject to, any agreement with, or directive or order issued by, any federal or
state bank or thrift regulatory authority which imposes restrictions or
requirements on it which are not generally applicable to banks or thrifts, or
their holding companies; and no action or administrative proceeding is pending
or, to the Borrower's knowledge, threatened against the Borrower or any Banking
Subsidiary or any of their directors or officers which seeks to impose any such
restriction or requirement.
Section 5.9. Year 2000 Compliance. The Borrower has conducted a
comprehensive review and assessment of the computer applications of the Borrower
and its Subsidiaries and has made inquiry of their material suppliers, service
vendors (including data processors) and customers, with respect to any defect in
computer software, data bases, hardware, controls and peripherals related to the
occurrence of the year 2000 or the use at any time of any date which is before,
on and after December 31, 1999, in connection therewith. Based on the foregoing
review, assessment and inquiry, the Borrower believes that no such defect could
reasonably be expected to have a material adverse effect on the business or
financial affairs of the Borrower (or of the Borrower and its Subsidiaries taken
on a consolidated basis).
SECTION 6. CONDITIONS PRECEDENT.
The obligation of the Bank to make any Loan under this Agreement is subject
to the following conditions precedent:
Section 6.1. Initial Loan. At or prior to the making of the initial Loan
hereunder, the following conditions precedent shall also have been satisfied:
-13-
<PAGE>
(a) the Bank shall have received the following (each to be properly
executed and completed) and the same shall have been approved as to form
and substance by the Bank:
(i) the Note;
(ii) copies of resolutions of the Borrower's Board of Directors
(or similar governing body, including any executive committee of such
board) authorizing the execution, delivery, and performance of the
Loan Documents by the Borrower and the consummation of the
transactions contemplated hereby, together with specimen signatures of
the persons authorized to execute such documents on the Borrower's
behalf, all certified to by the Borrower's Secretary or Assistant
Secretary; and
(iii) an incumbency certificate containing the name, title, and
genuine signatures of each of the Borrower's Authorized
Representatives;
(b) the Bank shall have received the closing fee called for hereby;
(c) legal matters incident to the execution and delivery of the Loan
Documents and to the transactions contemplated thereby shall be
satisfactory to the Bank and its counsel, and the Bank shall have received
the favorable written opinion of counsel for the Borrower in form and
substance satisfactory to the Bank and its counsel;
(d) the Bank shall have received a good standing certificate for the
Borrower (dated as of the date no earlier than 30 days prior to the date
hereof, or otherwise acceptable to the Bank) from the office of the
secretary of state of the state of its incorporation and each state in
which it is qualified to do business as a foreign corporation, together
with a certificate from the Federal Reserve Bank of Kansas City as to the
registration of the Borrower as a bank holding company; and
(e) the Bank shall have received such other agreements, instruments,
documents, certificates, and opinions as the Bank may reasonably request.
Section 6.2. All Loans. As of the time of the making of each Loan
hereunder: (a) each of the representations and warranties set forth in Section 5
hereof and in the other Loan Documents shall be true and correct as of such
time, except to the extent the same expressly relate to an earlier date; (b) the
Borrower shall be in full compliance with all of the terms and conditions of the
Loan Documents, and no Default or Event of Default shall have occurred and be
continuing or would occur as a result of making such extension of credit; and
(c) such extension of credit shall not violate any order, judgment or decree of
any court or other authority or any provision of law or regulation applicable to
the Bank (including, without limitation, Regulation U of the Board of Governors
of the Federal Reserve System) as then in effect. The Borrower's request for any
Loan shall constitute its warranty as to the facts specified in subsections (a)
and (b) above.
-14-
<PAGE>
SECTION 7. COVENANTS.
The Borrower agrees that, so long as any credit is available to or in use
by the Borrower hereunder, except to the extent compliance in any case or cases
is waived in writing by the Bank:
Section 7.1. Maintenance of Business. The Borrower shall, and shall cause
each Subsidiary to, preserve and keep in full force and effect its existence,
rights (charter or statutory), franchises, and licenses necessary for the proper
conduct of its business.
Section 7.2. Maintenance of Properties. The Borrower shall, and shall
cause each Subsidiary to, maintain, preserve and keep its property, plant and
equipment in good repair, working order, and condition (ordinary wear and tear
excepted), and shall from time to time make all needful and proper repairs,
renewals, replacements, additions, and betterments thereto so that at all times
the efficiency thereof shall be fully preserved and maintained it.
Section 7.3. Taxes and Assessments. The Borrower shall duly pay and
discharge, and shall cause each Subsidiary to duly pay and discharge, all taxes,
rates, assessments, fees, and governmental charges upon or against it or its
Properties, in each case before the same become delinquent and before penalties
accrue thereon, unless and to the extent that the same are being contested in
good faith and by appropriate proceedings which prevent enforcement of the
matter under contest and adequate reserves are provided therefor.
Section 7.4. Insurance. The Borrower shall insure and keep insured, and
shall cause each Subsidiary to insure and keep insured, with good and
responsible insurance companies, all insurable Property owned by it which is of
a character usually insured by Persons similarly situated and operating like
Properties against loss or damage from such hazards and risks, and in such
amounts, as are insured by Persons similarly situated and operating like
Properties; and the Borrower shall insure, and shall cause each Subsidiary to
insure, against such other hazards and risks with good and responsible insurance
companies as and to the extent usually insured by Persons similarly situated and
conducting similar businesses.
Section 7.5. Financial Reports. The Borrower shall, and shall cause each
Subsidiary to, maintain a system of accounting in accordance with generally
accepted accounting principles and, where applicable, regulatory accounting
principles, and shall furnish to the Bank and its duly authorized
representatives such information respecting the business and financial condition
of the Borrower and the Subsidiaries (including non-financial information and
examination reports and supervisory letters to the extent permitted by
applicable regulatory authorities) as the Bank may reasonably request; and
without any request, the Borrower shall furnish to the Bank:
(a) within 30 days after the close of each fiscal quarter, all call
reports and other financial statements required to be delivered by the
Borrower and by each Banking Subsidiary to any governmental authority or
authorities having jurisdiction over the Borrower or such Banking
Subsidiary and all schedules thereto;
(b) within 120 days after the close of each fiscal year, a copy of
the consolidated and consolidating balance sheet of the Borrower and the
Subsidiaries as of
-15-
<PAGE>
the close of such period and the consolidated and consolidating statements
of income, retained earnings and cash flows of the Borrower and the
Subsidiaries for such period, and accompanying notes thereto, each in
reasonable detail showing in comparative form the figures for the previous
fiscal year, accompanied by an unqualified opinion thereon of a firm of
independent public accountants of recognized standing, selected by the
Borrower and satisfactory to the Bank, to the effect that the consolidated
financial statements have been prepared in accordance with generally
accepted accounting principles and present fairly the consolidated
financial condition of the Borrower and the Subsidiaries as of the close of
such fiscal year and the results of their operations and cash flows for the
fiscal year then ended and that an examination of such accounts in
connection with such consolidated financial statements has been made in
accordance with generally accepted auditing standards and, accordingly,
such examination included such tests of the accounting records and such
other auditing procedures as were considered necessary in the
circumstances;
(c) promptly upon the filing thereof (if any), copies of all
registration statements, Form 10-K, Form 10-Q, and Form 8-K reports and
proxy statements which the Borrower or any Subsidiary files with the
Securities and Exchange Commission;
(d) promptly upon the receipt or execution thereof, (i) notice by the
Borrower or any Banking Subsidiary that (1) it has received a request or
directive from any federal or state regulatory agency which requires it to
submit a capital maintenance or restoration plan or restricts the payment
of dividends by any Banking Subsidiary to the Borrower or (2) it has
submitted a capital maintenance or restoration plan to any federal or state
regulatory agency or has entered into a memorandum or agreement with any
such agency, including, without limitation, any agreement which restricts
the payment of dividends by any Banking Subsidiary to the Borrower or
otherwise imposes restrictions or requirements on it which are not
generally applicable to banks or thrifts or their holding companies, and
(ii) copies of any such plan, memorandum, or agreement, unless disclosure
is prohibited by the terms thereof and, after the Borrower or such Banking
Subsidiary has in good faith attempted to obtain the consent of such
regulatory agency, such agency will not consent to the disclosure of such
plan, memorandum, or agreement to the Bank; and
(e) promptly after knowledge thereof shall have come to the attention
of any responsible officer of the Borrower, written notice of any
threatened or pending litigation or governmental proceeding or labor
controversy against the Borrower or any Subsidiary which, if adversely
determined, would materially and adversely effect the financial condition,
Properties, business or operations of the Borrower or any Subsidiary or of
the occurrence of any Default or Event of Default hereunder.
Each of the financial statements furnished to the Bank pursuant to subsections
(a) and (b) of this Section 8.5 shall be accompanied by a written certificate in
the form attached hereto as Exhibit B signed by the President or chief financial
officer of the Borrower to the effect that to the best of such officer's
knowledge and belief no Default or Event of Default has occurred during the
period covered by such statements or, if any such Default or Event of Default
has occurred
-16-
<PAGE>
during such period, setting forth a description of such Default or Event of
Default and specifying the action, if any, taken by the Borrower to remedy the
same. Such certificate shall also set forth the calculations supporting such
statements in respect of Section 7.6 of this Agreement.
Section 7.6. Non-Performing Assets. The Borrower shall, as of the last
day of each fiscal quarter, maintain on a consolidated basis with its Banking
Subsidiaries, and shall cause each Banking Subsidiary to maintain as of such day
on an individual basis, a ratio of (a) Non-Performing Assets of the Borrower on
such consolidated basis or such Banking Subsidiary, as the case may be, to (b)
the sum of (i) stockholders' equity for the Borrower or core capital for such
Banking Subsidiary, as the case may be, plus loan loss reserves established by
the Borrower on such consolidated basis or such Banking Subsidiary, as the case
may be, in accordance with regulatory accounting principles applicable to the
Borrower or such Banking Subsidiary, of not more than .25 to 1.0.
Section 7.7. Regulatory Capital Requirements.
(a) The Borrower shall maintain on a consolidated basis with its Banking
Subsidiaries, and shall cause each Banking Subsidiary to maintain on an
individual basis:
(i) a Tier I Leverage Ratio of greater than 5% or, in the case of
any Banking Subsidiary, such greater amount as may be required to be
considered "well capitalized" by applicable regulatory authorities from
time to time;
(ii) a Total Risk Based Capital Ratio of greater than 10% or, in the
case of any Banking Subsidiary, such greater amount as may be required to
be considered "well capitalized" by applicable regulatory authorities from
time to time; and
(iii) a Tier I Risk Based Capital Ratio of greater than 6% or, in the
case of any Banking Subsidiary, such greater amount as may be required to
be considered "well capitalized" by applicable regulatory authorities from
time to time.
(b) Each Banking Subsidiary shall at all times be at least "well
capitalized" as defined in the Federal Deposit Insurance Corporation Improvement
Act of 1991 and any regulations to be issued thereunder, as such statute or
regulations may each be amended or supplemented from time to time.
(c) Each requirement described in subsections (a) and (b) above shall be
computed and determined in accordance with the rules and regulations as in
effect from time to time established by the appropriate governmental authority
having jurisdiction over the Borrower or such Banking Subsidiary. In addition to
the provisions set forth above, the Borrower shall, and shall cause each Banking
Subsidiary to, comply with any and all capital guidelines and requirements as in
effect from time to time established by the relevant governmental authority or
authorities having jurisdiction over the Borrower or any Banking Subsidiary.
Section 7.8. Indebtedness. The Borrower shall not issue, incur, assume,
create, or have outstanding any indebtedness for borrowed money (including as
such for all purposes of this
-17-
<PAGE>
Agreement any indebtedness representing the deferred purchase price of property,
any liability in respect of banker's acceptances or letters of credit, any
indebtedness, whether or not assumed, secured by liens on property acquired by
the Borrower existing at the time of the acquisition thereof, and any liability
under any lease which should be capitalized under generally accepted accounting
principles); provided, however, that the foregoing shall not restrict nor
operate to prevent:
(a) indebtedness of the Borrower on the Note and any other
indebtedness of the Borrower from time to time owing to the Bank;
(b) trade accounts payable for property or services acquired by the
Borrower in the ordinary course of business and payable in accordance with
ordinary trade terms;
(c) indebtedness existing on the date hereof and described on
Schedule 7.8 attached hereto and made a part hereof, as reduced by
repayments of principal thereon; and
(d) indebtedness not otherwise covered hereby in an aggregate
principal amount not exceeding $500,000 at any one time outstanding.
Section 7.9. Liens. The Borrower shall not create, incur or permit to
exist any Lien of any kind on any Property owned by the Borrower; provided,
however, that the foregoing shall not apply to nor operate to prevent:
(a) Liens arising by statute in connection with worker's
compensation, unemployment insurance, old age benefits, social security
obligations, taxes, assessments, statutory obligations or other similar
charges (exclusive of Liens arising under the Employee Retirement Income
Security Act of 1974, as amended), good faith cash deposits in connection
with tenders, contracts or leases to which the Borrower is a party or other
cash deposits required to be made in the ordinary course of business,
provided in each case that the obligation is not for borrowed money and
that the obligation secured is not overdue or, if overdue, is being
contested in good faith by appropriate proceedings which prevent
enforcement of the matter under contest and adequate reserves have been
established therefor;
(b) mechanics', workmen's, materialmen's, landlords', carriers', or
other similar Liens arising in the ordinary course of business with respect
to obligations which are not due or which are being contested in good faith
by appropriate proceedings which prevent enforcement of the matter under
contest;
(c) the pledge of assets for the purpose of securing an appeal, stay
or discharge in the course of any legal proceeding, provided that the
aggregate amount of liabilities of the Borrower secured by a pledge of
assets permitted under this subsection, including interest and penalties
thereon, if any, shall not be in excess of $1,000,000 at any one time
outstanding; and
-18-
<PAGE>
(d) such other Liens consented to in writing by the Bank.
Section 7.10. Dividends and Certain Other Restricted Payments. The
Borrower shall not declare or pay any dividends on or make any other
distributions in respect of any class or series of its capital stock or directly
or indirectly purchase, redeem or otherwise acquire or retire any of its capital
stock (collectively; "Restricted Payments"), if at the time of, or after giving
effect to, any such Restricted Payment any Default or Event of Default exists.
Section 7.11. Compliance with Laws. The Borrower shall, and shall cause
each Subsidiary to, comply in all respects with the requirements of all federal,
state and local laws, rules, regulations, ordinances and orders applicable to or
pertaining to their Properties or business operations, non-compliance with which
could have a material adverse effect on the financial condition, Properties,
business or operations of such Borrower or any Subsidiary or could result in a
Lien upon any of their Property.
Section 7.12. Maintenance of Subsidiaries. The Borrower shall not assign,
sell, or transfer, or permit any Subsidiary to issue, assign, sell, or transfer,
any shares of capital stock or other equity interest of a Subsidiary; provided
that the foregoing shall not prevent the issuance, sale, or transfer to any
person of any shares of capital stock or other equity interests of a Subsidiary
solely for the purpose of qualifying, and only to the extent legally necessary
to qualify, such person as a director of such Subsidiary.
Section 7.13. Year 2000 Assessment. The Borrower shall take all actions
necessary and commit adequate resources to assure that its computer-based and
other systems (and those of all Subsidiaries) are able to effectively process
dates, including dates before, on and after January 1, 2000, without
experiencing any Year 2000 Problem that could cause a material adverse effect on
the business or financial affairs of the Borrower (or of the Borrower and its
Subsidiaries taken on a consolidated basis). At the request of the Bank, the
Borrower will provide the Bank with written assurances and substantiations
(including, but not limited to, the results of internal or external audit
reports prepared in the ordinary course of business) reasonably acceptable to
the Bank as to the capability of the Borrower and its Subsidiaries to conduct
its and their businesses and operations before, on and after January 1, 2000,
without experiencing a Year 2000 Problem causing a material adverse effect on
the business or financial affairs of the Borrower (or of the Borrower and its
Subsidiaries taken on a consolidated basis).
SECTION 8. EVENTS OF DEFAULT AND REMEDIES.
Section 8.1. Events of Default. Any one or more of the following shall
constitute an "Event of Default" hereunder:
(a) default in the payment when due of all or any part of the
Obligations payable by the Borrower under any Loan Document, or default in
the payment when due of any other indebtedness or liability of the Borrower
or any of its Subsidiaries owing to the Bank; or
-19-
<PAGE>
(b) default in the observance or performance of any provision of any
Loan Document which is not remedied within ten (10) days after written
notice thereof is given to the Borrower by the Bank; or
(c) any representation or warranty made by the Borrower in any Loan
Document, or in any statement or certificate furnished by it pursuant
thereto, or in connection with any Loan made hereunder, proves untrue in
any material respect as of the date of the issuance or making thereof; or
(d) any event occurs or condition exists (other than those described
in subsections (a) through (c) above) which is specified as an event of
default in any other Loan Document, or any of the Loan Documents shall for
any reason not be or shall cease to be in full force and effect, or any of
the Loan Documents is declared to be null and void; or
(e) the Borrower or any Subsidiary shall (i) have entered
involuntarily against it an order for relief under the United States
Bankruptcy Code, as amended, (ii) not pay, or admit in writing its
inability to pay, its debts generally as they become due, (iii) make an
assignment for the benefit of creditors, (iv) apply for, seek, consent to,
or acquiesce in, the appointment of a receiver, custodian, trustee,
examiner, liquidator or similar official for it or any substantial part of
its Property, (v) institute any proceeding seeking to have entered against
it an order for relief under the United States Bankruptcy Code, as amended,
to adjudicate it insolvent, or seeking dissolution, winding up,
liquidation, reorganization, arrangement, adjustment or composition of it
or its debts under any law relating to bankruptcy, insolvency or
reorganization or relief of debtors or fail to file an answer or other
pleading denying the material allegations of any such proceeding filed
against it, (vi) take any corporate action in furtherance of any matter
described in parts (i) through (v) above, or (vii) fail to contest in good
faith any appointment or proceeding described in Section 8.1(f) hereof; or
(f) a custodian, receiver, trustee, examiner, liquidator or similar
official shall be appointed for the Borrower or any Subsidiary or any
substantial part of its Property, or a proceeding described in Section
8.1(e)(v) shall be instituted against the Borrower or any Subsidiary, and
such appointment continues undischarged or such proceeding continues
undismissed or unstayed for a period of 30 days; or
(g) dissolution or termination of the existence of the Borrower or
any Banking Subsidiary; or
(h) Borrower or any Subsidiary shall fail to pay any of its
indebtedness to any other entity or shall default in the performance or
observance of the terms of any instrument pursuant to which such
indebtedness was created or securing such indebtedness, beyond any period
of grace applicable thereto, if the effect of such default is to
accelerate, or to give to the holder thereof the right to accelerate, the
maturity of any such indebtedness; or
-20-
<PAGE>
(i) any judgment or judgments, writ or writs, or warrant or warrants
of attachment, or any similar process or processes, the aggregate amount of
which (after reduction by the amount covered by insurance) exceeds
$500,000, shall be entered or filed against the Borrower or any Subsidiary
or against any of their Property and which remains unvacated, unbonded,
unstayed or unsatisfied for a period of 30 days; or
(j) any conservator or receiver shall be appointed for the Borrower
or any Banking Subsidiary under applicable federal or state law applicable
to banks, thrifts, or their holding companies, or any Banking Subsidiary
shall suspend payment of its obligations, or any Banking Subsidiary shall
cease to be a federally insured depositary institution, or a cease and
desist order shall be issued against the Borrower or any Subsidiary
pursuant to applicable federal or state law applicable to banks, thrifts,
or their holding companies, or the Borrower or any Subsidiary shall enter
into any commitment to maintain the capital of an insured depository
institution in a required amount with any federal or state regulator or any
such regulator shall require the Borrower or any Subsidiary to submit a
capital maintenance or restoration plan; or
(k) any change occurs in the condition (financial or otherwise) or
business prospects of the Borrower or any Subsidiary which the Bank regards
as materially adverse.
Section 8.2. Non-Bankruptcy Defaults. When any Event of Default described
in Section 8.1 has occurred and is continuing (other than an Event of Default
described in subsection (e) or (f) of Section 8.1), the Bank may, by notice to
the Borrower, take one or more of the following actions: (a) terminate the
obligation of the Bank to extend any further credit hereunder on the date (which
may be the date thereof) stated in such notice; (b) declare the principal of and
the accrued interest on the Note to be forthwith due and payable and thereupon
the Note, including both principal and interest and all other Obligations
payable under the Loan Documents, shall be and become immediately due and
payable without further demand, presentment, protest or notice of any kind; and
(c) enforce any and all rights and remedies available to the Bank under the Loan
Documents or applicable law.
Section 8.3. Bankruptcy Defaults. When any Event of Default described in
subsection (e) or (f) of Section 8.1 has occurred and is continuing, then the
Note, including both principal and interest, and all other Obligations payable
under the Loan Documents, shall immediately become due and payable without
presentment, demand, protest or notice of any kind, and the obligation of the
Bank to extend further credit pursuant to any of the terms hereof shall
immediately terminate. In addition, the Bank may exercise any and all remedies
available to it under the Loan Documents or applicable law.
SECTION 9. MISCELLANEOUS.
Section 9.1. Non-Business Day. If any payment hereunder becomes due and
payable on a day which is not a Business Day, the due date of such payment shall
be extended to the next succeeding Business Day on which date such payment shall
be due and payable. In the case of any payment of principal falling due on a day
which is not a Business Day, interest on such
-21-
<PAGE>
principal amount shall continue to accrue during such extension at the rate per
annum then in effect, which accrued amount shall be due and payable on the next
scheduled date for the payment of interest.
Section 9.2. Amendments, Etc. No delay or failure on the part of the Bank
in the exercise of any power or right shall operate as a waiver thereof or as an
acquiescence in any default, nor shall any single or partial exercise of any
power or right preclude any other or further exercise thereof or the exercise of
any other power or right. The rights and remedies hereunder of the Bank are
cumulative to, and not exclusive of, any rights or remedies which it would
otherwise have. No amendment, modification, termination or waiver of any
provision of any Loan Document, nor consent to any departure by the Borrower
therefrom, shall in any event be effective unless the same shall be in writing
and signed by the Bank. No notice to or demand on the Borrower in any case shall
entitle the Borrower to any other or further notice or demand in similar or
other circumstances.
Section 9.3. Costs and Expenses. The Borrower agrees to pay on demand the
costs and expenses of the Bank in connection with the negotiation, preparation,
execution and delivery of the Loan Documents and the other instruments and
documents to be delivered thereunder, and in connection with the transactions
contemplated thereby, and in connection with any consents or waivers or
amendments thereto, including the fees and expenses of counsel for the Bank with
respect to all of the foregoing (whether or not the transactions contemplated
thereby are consummated). The Borrower further agrees to pay to the Bank all
costs and expenses (including court costs and attorneys' fees), if any, incurred
or paid by the Bank in connection with any Default or Event of Default or in
connection with the enforcement of any Loan Document or any other instrument or
document delivered thereunder. The obligations of the Borrower under this
Section shall survive the termination of this Agreement.
Section 9.4. Survival of Representations. All representations and
warranties made in the Loan Documents or in certificates given pursuant thereto
shall survive the execution and delivery of the Loan Documents, and shall
continue in full force and effect with respect to the date as of which they were
made as long as any credit is in use or available hereunder.
Section 9.5 Survival of Indemnities. All indemnities and other provisions
relative to reimbursement to the Bank of amounts sufficient to protect the yield
of the Bank with respect to the Loans, including, but not limited to, Sections
2.7 and 2.8 hereof, shall survive the termination of this Agreement and the
payment of the Note.
Section 9.6. Notices. Except as otherwise specified herein, all notices
hereunder shall be in writing (including notice by telecopy) and shall be given
to the relevant party at its address or telecopier number set forth below, or
such other address or telecopier number as such party may hereafter specify by
notice to the other given by United States certified or registered mail, by
telecopy or by other telecommunication device capable of creating a written
record of such notice and its receipt. Notices hereunder shall be addressed:
-22-
<PAGE>
to the Borrower at: to the Bank at:
101 North Broadway 111 West Monroe Street
Oklahoma City, Oklahoma 73102 Chicago, Illinois 60603
Attention: Joe T. Shockley, Jr. Attention: Patrick A. Horne
Telephone: (405) 270-1003 Telephone: (312) 461-7514
Telecopy: (405) 270-1089 Telecopy: (312) 765-8353
Each such notice, request or other communication shall be effective (i) if given
by telecopier, when such telecopy is transmitted to the telecopier number
specified in this Section and a confirmation of such telecopy has been received
by the sender, (ii) if given by mail, five (5) days after such communication is
deposited in the mail, certified or registered with return receipt requested,
addressed as aforesaid or (iii) if given by any other means, when delivered at
the addresses specified in this Section; provided that any notice given pursuant
to Section 1 or Section 2 hereof shall be effective only upon receipt.
Section 9.7. Construction, Etc. Nothing contained herein shall be deemed
or construed to permit any act or omission which is prohibited by the terms of
any of the other Loan Documents, the covenants and agreements contained herein
being in addition to and not in substitution for the covenants and agreements
contained in the other Loan Documents. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof or affecting the validity or
enforceability of such provision in any other jurisdiction. Section headings
used in this Agreement are for convenience of reference only and are not a part
of this Agreement for any other purpose.
Section 9.8. Binding Nature, Governing Law, Etc. This Agreement may be
executed in any number of counterparts, and by different parties hereto on
separate counterpart signature pages, and all such counterparts taken together
shall be deemed to constitute on and the same instrument. This Agreement shall
be binding upon the Borrower and its successors and assigns, and shall inure to
the benefit of the Bank and the benefit of its successors and assigns, including
any subsequent holder of the Obligations. The Borrower may not assign its rights
hereunder without the written consent of the Bank. This Agreement constitutes
the entire understanding of the parties with respect to the subject matter
hereof and any prior agreements, whether written or oral, with respect thereto
are superseded hereby. This Agreement and the rights and duties of the parties
hereto shall be governed by, and construed in accordance with, the internal laws
of the State of Illinois without regard to principles of conflicts of laws.
Section 9.9. Submission to Jurisdiction; Waiver of Jury Trial. The
Borrower hereby submits to the nonexclusive jurisdiction of the United States
District Court for the Northern District of Illinois and of any Illinois State
court sitting in the City of Chicago for purposes of all legal proceedings
arising out of or relating to the Loan Documents or the transactions
contemplated thereby. The Borrower irrevocably waives, to the fullest extent
permitted by law, any objection which it may now or hereafter have to the laying
of the venue of any such proceeding brought in such a court and any claim that
any such proceeding brought in such a
-23-
<PAGE>
court has been brought in an inconvenient forum. THE BORROWER AND THE BANK EACH
HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENT OR THE TRANSACTIONS
CONTEMPLATED THEREBY.
[SIGNATURE PAGE TO FOLLOW]
-24-
<PAGE>
Upon your acceptance hereof in the manner hereinafter set forth, this
Agreement shall constitute a contract between us for the uses and purposes
hereinabove set forth.
Dated as of this 29th day of April, 1999.
BANCFIRST CORPORATION
By /s/ JOE T. SHOCKLEY, JR.
--------------------------------------
Executive Vice
President and
Chief Financial
Joe T. Shockley, Jr., Officer
---------------------- ---------------
(Type or Print Name) (Title)
Accepted and agreed to at Chicago, Illinois as of the day and year last
above written.
HARRIS TRUST AND SAVINGS BANK
By /s/ PATRICK A. HORNE
-------------------------------------
Patrick A. Horne, Vice President
-25-
<PAGE>
EXHIBIT A
REVOLVING CREDIT NOTE
Chicago, Illinois
$12,000,000 April 29, 1999
On the Termination Date, for value received, the undersigned, BANCFIRST
CORPORATION, an Oklahoma corporation (the "Borrower"), hereby promises to pay to
the order of HARRIS TRUST AND SAVINGS BANK (the "Bank") at its office at 111
West Monroe Street, Chicago, Illinois, the principal sum of (i) Twelve Million
Dollars ($12,000,000), or (ii) such lesser amount as may at the time of the
maturity hereof, whether by acceleration or otherwise, be the aggregate unpaid
principal amount of all Loans owing from the Borrower to the Bank under the
Revolving Credit provided for in the Credit Agreement hereinafter mentioned.
This Note evidences Loans made or to be made to the Borrower by the Bank
under the Revolving Credit provided for under that certain Credit Agreement
dated as of April 29, 1999, between the Borrower and the Bank (said Credit
Agreement, as the same may be amended, modified or restated from time to time,
being referred to herein as the "Credit Agreement"), and the Borrower hereby
promises to pay interest at the office described above on such Loans evidenced
hereby at the rates and at the times and in the manner specified therefor in the
Credit Agreement.
This Note is issued by the Borrower under the terms and provisions of the
Credit Agreement, and this Note and the holder hereof are entitled to all of the
benefits and security provided for thereby or referred to therein, to which
reference is hereby made for a statement thereof. This Note may be declared to
be, or be and become, due prior to its expressed maturity and voluntary
prepayments may be made hereon, all in the events, on the terms and with the
effects provided in the Credit Agreement. All capitalized terms used herein
without definition shall have the same meanings herein as such terms are defined
in the Credit Agreement.
The Borrower hereby promises to pay all costs and expenses (including
attorneys' fees) suffered or incurred by the holder hereof in collecting this
Note or enforcing any rights in any collateral therefor. The Borrower hereby
waives presentment for payment and demand. THIS NOTE SHALL BE CONSTRUED IN
ACCORDANCE WITH, AND GOVERNED BY, THE INTERNAL LAWS OF THE STATE OF ILLINOIS
WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.
BANCFIRST CORPORATION
By
-------------------------------------
,
------------------------ -----------
(Type or Print Name) (Title)
<PAGE>
EXHIBIT B
COMPLIANCE CERTIFICATE
To: Harris Trust and Savings Bank
Chicago, Illinois
This Compliance Certificate is furnished to Harris Trust and Savings Bank
pursuant to that certain Credit Agreement dated as of April 29, 1999, between
BancFirst Corporation and you (the "Credit Agreement"). Unless otherwise defined
herein, the terms used in this Compliance Certificate have the meanings ascribed
thereto in the Credit Agreement.
THE UNDERSIGNED HEREBY CERTIFIES THAT:
1. I am the duly elected ______________________________ of the Borrower;
2. In my corporate capacity, I have reviewed the terms of the Credit
Agreement and I have made, or have caused to be made under my supervision, a
detailed review of the transactions and conditions of the Borrower and its
Subsidiaries during the accounting period covered by the attached financial
statements;
3. The examinations described in paragraph 2 did not disclose, and I have
no knowledge of, the existence of any condition or the occurrence of any event
which constitutes a Default or Event of Default during or at the end of the
accounting period covered by the attached financial statements or as of the date
of this Certificate, except as set forth below;
4. The financial statements required by Section 7.5 of the Credit
Agreement and being furnished to you concurrently with this Certificate are
true, correct and complete as of the date and for the periods covered thereby;
and
5. The Attachment hereto sets forth financial data and computations
evidencing the Borrower's compliance with certain covenants of the Credit
Agreement, all of which data and computations are, to the best of my knowledge,
true, complete and correct and have been made in accordance with the relevant
Sections of the Credit Agreement.
Described below are the exceptions, if any, to paragraph 3 by listing, in
detail, the nature of the condition or event, the period during which it has
existed and the action which the Borrower has taken, is taking, or proposes to
take with respect to each such condition or event:
______________________________________________________________________
______________________________________________________________________
______________________________________________________________________
______________________________________________________________________
<PAGE>
The foregoing certifications, together with the computations set forth in
the Attachment hereto and the financial statements delivered with this
Certificate in support hereof, are made and delivered this _________ day of
__________________.
BANCFIRST CORPORATION
By
------------------------------------
,
------------------------ ----------
(Type or Print Name) (Title)
-2-
<PAGE>
ATTACHMENT TO COMPLIANCE CERTIFICATE
BANCFIRST CORPORATION
Compliance Calculations for Credit Agreement
Dated as of April 29, 1999
Calculations as of _____________
- --------------------------------------------------------------------------------
A. Ratio of Non-Performing Assets to Stockholders' equity/Core capital and
Loan loss reserves (Section 7.6)
1. Non-Performing Assets for Company
a. Loans more than 90 days past due $ __________
b. Loans placed on non-accrual basis $ __________
c. Loans restructured $ __________
d. Assets acquired by repossession or
foreclosure $ __________
Sum of Lines 1a - 1d $
========
2. Stockholders' equity and loan loss reserves
(a) Stockholders' equity of Company $ __________
(b) Loan loss reserves of Company $ __________
Sum of Lines 2a - 2b $
========
3. Ratio of Line 1 to Line 2 ____:___
4. Non-Performing Assets for Banking Subsidiary
a. Loans more than 90 days past due $ __________
b. Loans placed on non-accrual basis $ __________
c. Loans restructured $ __________
d. Assets acquired by repossession or
foreclosure $ __________
Sum of Lines 4a - 4d $
========
5. Core capital and loan less reserves
(a) Core capital of Banking Subsidiary $ __________
(b) Loan loss reserves of Banking
Subsidiary $ __________
Sum of Lines 5a - 5b $
========
6. Ratio of Line 4 to Line 5 ____:1.0
7. Line 4 and Line 6 ratios each must be not more than .25:1.0
8. Company is in compliance?
(Circle Yes or No) Yes/No
<PAGE>
SCHEDULE 5.2
SUBSIDIARIES
JURISDICTION OF PERCENTAGE
NAME INCORPORATION OWNERSHIP
<PAGE>
SCHEDULE 7.8
EXISTING INDEBTEDNESS
DESCRIPTION AMOUNT
