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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 (FINAL AMENDMENT)
TO
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934)
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BANCFIRST CORPORATION
(Name of Issuer)
BANCFIRST CORPORATION
(Name of Person(s) Filing Statement)
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COMMON STOCK, $1.00 PAR VALUE
(Title of class of securities)
05945F103
(CUSIP number of class of securities)
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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:
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JEANETTE C. TIMMONS, ESQ.
Day Edwards Federman Propester & Christensen, P.C.
2900 Oklahoma Tower
210 Park Avenue
Oklahoma City, Oklahoma 73102
(405) 239-2121
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MAY 3, 1999
(Date tender offer first published, sent or given to security holders)
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BancFirst Corporation, an Oklahoma corporation (the "Company"), hereby
amends its Issuer Tender Offer Statement on Schedule 13E-4 (the "Schedule 13E-
4") filed with the Securities and Exchange Commission on May 3, 1999, with
respect to its offer to purchase for cash a minimum of 100,000 and a maximum of
1,000,000 shares of its common stock, par value $1.00 per share (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 the related Letter of Transmittal (which together constitute the
"Offer"). Capitalized terms used in this Amendment No. 1 without definition have
the meanings assigned to them by the Schedule 13E-4.
ITEM 8. ADDITIONAL INFORMATION.
The response to Item 8(e) of the Schedule 13E-4 is hereby supplemented and
amended as follows:
The "Modified Dutch Auction" self-tender offer which commenced on May 3,
1999, expired at 12:00 midnight, New York City time, on June 1, 1999. The
Company purchased 1,186,502 shares at the maximum price of $38.00 per share (the
"Purchase Price"). This represents approximately 13% of the common shares
outstanding immediately prior to the Offer. Odd lots tendered at or below the
Purchase Price totaling 207 Shares were purchased in their entirety. The
remaining 1,186,295 Shares were purchased on a 98.59 percent pro rata basis from
shareholders who tendered a total of 1,203,316 (exclusive of the 207 odd lot
Shares) to the Company at or below the Purchase Price.
Copies of the Company's news release dated June 2, 1999 announcing the
preliminary results of the Offer, and its news release dated June 14, 1999
announcing the final results of the Offer are attached hereto as Exhibits (a)(9)
and (a)(10), respectively, and are incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
The response to Item 9 of the Schedule 13E-4 is hereby supplemented and
amended as follows:
(a)(9) News Release issued by the Company on June 2, 1999.
(a)(10) News Release issued by the Company on June 14, 1999.
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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: June 14, 1999 By: /s/ David E. Rainbolt
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David E. Rainbolt
President and Chief Executive Officer
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
NUMBER -----------
- -------
(a)(9) News release issued by the Company on June 2, 1999
(a)(10) News release issued by the Company on June 14, 1999
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EXHIBIT 99.1
BancFirst Corporation
101 NORTH BROADWAY, SUITE 200
OKLAHOMA CITY, OKLAHOMA 73102
PRESS RELEASE
For Immediate Release: Wednesday, June 2, 1999
For further information call Randy Foraker, Senior Vice President and
Controller, at (405) 270-1086
BANCFIRST CORPORATION ANNOUNCES PRELIMINARY RESULTS OF DUTCH
AUCTION TENDER OFFER
Oklahoma City, OK - BancFirst Corporation (NASDAQ NMS: BANF) today announced the
preliminary results of its Dutch auction tender offer. Based upon the tenders
received before the expiration of the offer on June 1, the Company will purchase
1,186,500 shares at the maximum price of $38.00 per share. This includes an
additional 186,500 shares that the Company is able to purchase under a provision
allowing the offer to be increased or decreased by 2% of the total shares
outstanding. A total of 1,205,217 shares were tendered at prices within the
tender offer price range of $34.00 to $38.00. There will be proration of the
18,717 shares tendered, but not purchased, among all of the shareholders
tendering shares, except for 207 odd-lot shares that were tendered. These odd
lot shares will be purchased with no proration. Cash on hand and a borrowing of
$7.6 million under a revolving credit line will be used to pay for the purchase
of the stock. Payment for the shares will be made by the depositary, IBJ
Whitehall Bank & Trust Company, as soon as practicable.
Pro forma calculations as of December 31, 1998 indicate that the stock purchase
will improve earnings per share by approximately $0.20 per share annually.
Return on stockholders' equity will also be benefited due to the reduction of
equity resulting from the purchase. The Company's capital ratios will remain
well above regulatory requirements, however.
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.
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EXHIBIT 99.2
BancFirst Corporation
101 NORTH BROADWAY, SUITE 200
OKLAHOMA CITY, OKLAHOMA 73102
PRESS RELEASE
For Immediate Release: Monday, June 12, 1999
For further information call Randy Foraker, Senior Vice President and
Controller, at (405) 270-1086
BANCFIRST CORPORATION ANNOUNCES COMPLETION OF
ITS DUTCH AUCTION TENDER OFFER
Oklahoma City, OK - BancFirst Corporation (NASDAQ NMS: BANF) today announced the
final results of its Dutch auction tender offer. The offer expired at midnight,
June 1, with 1,203,523 shares tendered within the tender offer price range of
$34.00 to $38.00 per share. The Company purchased 1,186,502 shares at the
maximum price of $38.00 per share, which includes an additional 186,502 shares
that the Company is able to purchase under a provision allowing the offer to be
increased or decreased by 2% of the total shares outstanding. There was
proration of 17,021 shares tendered, but not purchased, among all of the
shareholders tendering shares, except for shareholders that tendered odd lots.
Cash on hand and a borrowing of $7.6 million under a revolving credit line was
used to pay for the purchase of the stock. Payments for the shares were
distributed by the depositary, IBJ Whitehall Bank & Trust Company, on June 8.
Historical pro forma calculations as of December 31, 1998 indicate that the
stock purchase will improve the Company's earnings per share by approximately
$0.20 per share annually. Return on stockholders' equity will also be benefited
due to the reduction of equity resulting from the purchase. The Company's
capital ratios will remain well above regulatory requirements, however.
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.
