<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as Permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
BancFirst Corporation
------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
BancFirst Corporation
------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
Notes:
<PAGE>
BancFirst Corporation
101 North Broadway
Oklahoma City, Oklahoma 73102
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held May 25, 2000
To the Stockholders of BancFirst Corporation:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of BancFirst
Corporation (the "Company") will be held at the BancFirst Corporation
headquarters, Second Floor, 101 N. Broadway (the corner of Main Street and
Broadway), Oklahoma City, Oklahoma, on May 25, 2000 at 9:00 a.m. for the
following purposes:
1. To elect six directors to serve until the next Annual Meeting and until their
successors are elected and have qualified; and
2. To transact such other business as may properly come before the meeting or
any adjournments or postponements thereof.
The Board of Directors of the Company has fixed the close of business on
April 17, 2000 as the record date for the determination of stockholders entitled
to notice of and to vote at the Annual Meeting. Your vote is important
regardless of the number of shares you own. Each stockholder, even though he or
she now plans to attend the Annual Meeting, is requested to sign, date and
return the enclosed Proxy without delay in the enclosed postage-paid envelope.
You may revoke your Proxy at any time prior to its exercise. Any stockholder
present at the Annual Meeting or at any adjournments or postponements thereof
may revoke his or her Proxy and vote personally on each matter brought before
the Annual Meeting.
By Order of the Board of Directors
Oklahoma City, Oklahoma Sam D. Ott, Vice President and Secretary
April 27, 2000
PLEASE DATE AND SIGN THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE ENCLOSED
POSTAGE-PAID RETURN ENVELOPE.
<PAGE>
BancFirst Corporation
101 North Broadway
Oklahoma City, Oklahoma 73102
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 25, 2000
This Proxy Statement is being furnished to the stockholders of BancFirst
Corporation (the "Company") in connection with the solicitation of proxies by
the Board of Directors of such corporation for use at its Annual Meeting of
Stockholders to be held May 25, 2000, and any and all adjournments thereof, for
the purposes set forth in the accompanying Notice of Annual Meeting dated April
27, 2000. This Proxy Statement and the accompanying form of proxy are first
being mailed to stockholders of the Company on or about April 27, 2000. THE
SOLICITATION OF THE ACCOMPANYING PROXY IS MADE BY AND ON BEHALF OF THE BOARD OF
DIRECTORS.
The cost of soliciting proxies will be borne by the Company, including
expenses in connection with the preparation, printing and mailing of this Proxy
Statement and all proxy soliciting material which now accompany or may hereafter
supplement it. The solicitation will be made by mail; however, proxies also may
be solicited by personal interview, telephone and telegram by directors,
officers or employees of the Company. The Company will also supply brokers or
persons holding stock in their names or in the names of their nominees with the
number of proxies, proxy material and annual reports as they may require for
mailing to beneficial owners, and will reimburse them for their reasonable
expenses in connection therewith.
The date of this Proxy Statement is April 27, 2000.
VOTING AND REVOCABILITY OF PROXIES
The close of business on April 17, 2000 has been fixed as the record date for
the determination of stockholders entitled to notice of, and to vote at, the
meeting or any adjournment thereof. On the record date, there were outstanding
and entitled to vote 8,098,195 shares of the Company's common stock, par value
$1.00 per share (the "Common Stock"). Each share of Common Stock is entitled to
one vote. There is no cumulative voting with respect to the election of
directors.
Under the provisions of the Oklahoma General Corporation Act and the
Company's Bylaws, a majority of the shares of outstanding Common Stock, present
in person or represented by proxy, shall constitute a quorum for purposes of the
Annual Meeting. Except as may be specifically required by the Oklahoma General
Corporation Act, the Company's Certificate of Incorporation or its Bylaws, and
other than the election of directors, the affirmative vote of the majority of
the shares of Common Stock present in person or represented by proxy at the
Annual Meeting and entitled to vote on the subject matter (a "Majority Vote")
shall be the act of the stockholders. For purposes of determining whether a
proposal has received a Majority Vote, abstentions will be included in the vote
total, with the result that an abstention will have the same effect as a
negative vote. For purposes of determining whether a proposal has received a
Majority Vote, in instances where brokers are prohibited from exercising
discretionary authority for beneficial holders of Common Stock who have not
returned a proxy (so-
<PAGE>
called "broker non-votes"), those shares will not be included in the vote totals
and, therefore, will have no effect on the outcome of the vote.
Common shares represented by properly executed proxies, unless previously
revoked, will be voted at the Annual Meeting of Stockholders in accordance with
the instructions thereon. If no direction is indicated, such shares will be
voted for approval of the matters submitted, and, in connection with any other
business that properly may come before such special meeting, such shares shall
be voted according to the discretion of the persons named as proxies.
Any holder of the Common Stock of the Company who executes a proxy has the
continuing right to revoke the proxy at any time before it has been voted. Such
right may be exercised (i) by delivering written notice of revocation, bearing a
later date than the proxy card, to the corporate secretary of the Company; (ii)
by delivering to such corporate secretary a duly executed proxy bearing a later
date; or (iii) by attending the Annual Meeting and voting in person. Any holder
of the Common Stock of the Company may appear and vote at the Annual Meeting,
irrespective of whether he has previously given a proxy.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Certain Beneficial Owners
Unless otherwise indicated, the following table sets forth information as of
April 17, 2000 with respect to any person who is known by the Company to be the
beneficial owner of more than 5% of the Company's Common Stock which is the
Company's only class of voting securities.
<TABLE>
<CAPTION>
Amount of
Name and Address of Beneficial Percent
Beneficial Owner Ownership of Class
---------------- -------- --------
<S> <C> <C>
David E. Rainbolt
P.O. Box 26788
Oklahoma City, OK 73126 3,159,853/(1)/ 39.02%
BancFirst Corporation Employee Stock
Ownership and Thrift Plan (the "ESOP")
P.O. Box 26883
Oklahoma City, OK 73126-0883 581,159/(2)/ 7.18%
Investors Trust Company
P. O. Box 400
Duncan, OK 73534 643,343/(3)/ 7.94%
</TABLE>
______________________________
(1) 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, and 10,736 shares held by the
ESOP and allocated to the account of Mr. Rainbolt.
(2) All of the shares owned by the ESOP are allocated to the accounts of
participants, who direct the ESOP trustee as to the voting of such shares.
(3) Investors Trust Company, an Oklahoma-chartered trust company, acts as
trustee or co-trustee of various trusts which, in the aggregate, own
643,343 shares. 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. Any voting or disposition of the Company's Common Stock by
Investors Trust Company is determined by its board of directors. No
attribution of beneficial ownership of shares included as beneficially
owned by Investors Trust Company has been made separately to its board
members or owners, all of whom disclaim beneficial ownership of shares in
such capacities.
2
<PAGE>
Because of his position with the Company and his equity ownership therein,
Mr. Rainbolt may be deemed to be a "parent" of the Company for purposes of the
Securities Act of 1933 (the "Act").
Management
As of April 17, 2000, the directors and executive officers of the Company as
a group (26 persons, including David E. Rainbolt and certain executive officers
of the Company's wholly-owned subsidiary, BancFirst ("BancFirst" or the
"Bank")), beneficially owned 4,071,277 shares of the Company's Common Stock
(approximately 50.27%), excluding 60,926 shares represented by presently
exercisable options. It is the intent of the directors and executive officers
to vote these shares for the nominees to the Board of Directors, as set forth
elsewhere in this Proxy Statement.
The following table sets forth the number of shares of Common Stock owned by
(i) each director of the Company, (ii) each nominee for director, (iii) the five
executive officers listed in the Summary Compensation Table (each of whom is
also a director) and (iv) all directors and executive officers of the Company as
a group, together with the percentage of outstanding Common Stock owned by each.
<TABLE>
<CAPTION>
Percent
Amount of of
Beneficial Ownership Class
-------------------- -----
<S> <C> <C>
Marion C. Bauman --- ---
C. L. Craig, Jr....................................... 236,007/(1)/ 2.91%
Jim Daniel............................................ 454/(2)/ *
K. Gordon Greer....................................... 31,932/(3)/ 0.39%
Robert A. Gregory..................................... 19,713/(4)/ 0.24%
John C. Hugon......................................... 46,317 0.57%
J. R. Hutchens, Jr.................................... 60,000/(5)/ 0.74%
William O. Johnstone.................................. 2,000 0.02%
J. Ralph McCalmont.................................... 135,643/(6)/ 1.67%
T. H. McCasland, Jr................................... 199,355 2.46%
Melvin Moran.......................................... 90,244/(7)/ 1.11%
Paul B. Odom, Jr...................................... --- ---
David E. Rainbolt..................................... 3,159,853/(8)/ 39.02%
H. E. Rainbolt........................................ 27,101/(9)/ 0.33%
Joe T. Shockley, Jr................................... 7,596/(10)/ 0.09%
All directors and executive officers as a group 4,132,203 50.65%
(26 persons)..........................................
</TABLE>
________________________
* Less than .01%.
(1) Of such shares, 1,683 shares are owned directly by Mr. Craig and
234,324 shares are deemed to be beneficially owned by Mr. Craig as a
co-trustee of The Cleo L. Craig Trust (38,465 Shares) and The Cleo L.
Craig Grandchildren's Trust (195,859 Shares).
(2) Includes 154 shares held by the ESOP.
3
<PAGE>
(3) Includes 512 shares held by the ESOP and 30,000 shares subject to
exercisable options.
(4) Includes 4,572 shares held by the ESOP and 15,000 shares subject to
exercisable options.
(5) Shares are held jointly with Mr. Hutchens' wife.
(6) Includes 17,925 shares held by the ESOP.
(7) Includes 45,000 shares held directly by Mr. Moran's wife.
(8) 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, and 10,736
shares held by the ESOP.
(9) Shares are held by the ESOP.
(10) Includes 646 shares held by the ESOP.
ELECTION OF DIRECTORS
Pursuant to provisions of the Company's Certificate of Incorporation and
Bylaws, the number of directors shall not be less than three nor more than 25;
currently, the Board of Directors consists of 15 directors. The Company's
Certificate of Incorporation and Bylaws provide for three classes of directors
serving staggered three-year terms, with each class to be as nearly equal in
number as possible. The Board of Directors has nominated Jim Daniel, Robert A.
Gregory, J. R. Hutchens, Jr., T. H. McCasland, Jr., Paul B. Odom, Jr., and H. E.
Rainbolt, for election as Class II directors, with terms expiring at the Annual
Meeting of Stockholders to be held in 2003, or until their successors are
elected and qualified. All of the nominees with the exception of Mr. McCasland
are incumbents whose current terms commenced upon their election by the
stockholders of the Company on June 15, 1998. Mr. McCasland was elected to the
Board of Directors in October 1998 as a result of the merger of AmQuest
Financial Corp. (of which he was then a director) with and into the Company.
Proxies cannot be voted for a greater number of persons than the number of
nominees named. Other directors who are remaining on the Board will continue in
office in accordance with their previous elections until the expiration of their
terms at the 2001 or 2002 annual meeting, as the case may be.
The Board of Directors recommends a vote "FOR" the nominees for election to
the Board of Directors for the terms so specified.
Subject to a quorum, the affirmative vote of a plurality of the shares
present in person or represented by proxy at the Annual Meeting and entitled to
vote is required for the election of directors. Abstentions and broker non-
votes have no effect on determination of plurality except to the extent that
they affect the total votes received by any particular candidate.
It is the intention of the persons named in the enclosed form of proxy to
vote such proxy for the election of the nominees. The Board of Directors
expects that the nominees will be available for election but, in the event that
any nominees are not so available, proxies received will be voted for substitute
nominees to be designated by the Board of Directors or, in the event no such
designation is made by the Board, proxies will be voted for a lesser number of
nominees.
The information below and the section entitled "Security Ownership of Certain
Beneficial Owners and Management" provide certain information about each nominee
based on data submitted by such persons, including the principal occupation of
such person for at least the last five years and any public company
directorships held by such person:
4
<PAGE>
<TABLE>
<CAPTION>
Year First
Elected
Name (Age) Business Experience During Past 5 Years and Other Information Director
---------- ------------------------------------------------------------- --------
Nominees to Serve for a Three-Year Term Expiring in 2003
<S> <C> <C>
Jim Daniel, 60 Mr. Daniel has been in the banking industry since 1964, having served 1998
in various executive offices at Friendly Bank, Oklahoma City,
Oklahoma from 1964 to 1972, and as its President and Chief Executive
Officer from 1972 to 1994. From 1994 to 1997, he was President,
Chief Executive Officer and Chairman of the Board of Directors of
Bank One Oklahoma Corporation. Mr. Daniel has been Vice Chairman of
the Bank's Board of Directors since November 1997. Mr. Daniel is
Chairman of Integris Health, Inc., a not-for-profit corporation which
owns and operates 15 hospitals and numerous other healthcare
facilities in Oklahoma.
Robert A. Gregory, 64 Mr. Gregory has been a director and Vice Chairman of the Company, and 1995
Chief Credit Officer of the Bank, since July 1995. He was a Regional
Executive of the Bank and also President of BancFirst Oklahoma City
from 1989 to June 1995. He was Executive Vice President of Liberty
National Bank & Trust Company of Oklahoma City from 1979 to March
1989.
J. R. Hutchens, Jr., 72 Mr. Hutchens has been a director of the Company since August 1984. 1984
From 1948 to 1995, he was President of Hutchens Oil Company, a
privately-owned oil and gas company. Since 1995, Mr. Hutchens has
owned and operated Watts Oil Co., a wholesale oil distributor.
T. H. McCasland, Jr., 66 Since 1982, Mr. McCasland has served in various executive offices of 1998
Mack Energy Co., a privately-held oil and gas exploration company; he
currently serves such company as Chief Executive Officer. For at
least the last five years and until October 1998, Mr. McCasland was a
director of AmQuest Financial Corp., at which time AmQuest was merged
with and into the Company. Mr. McCasland presently serves as
President and Chairman of the Board of Investors Trust Company.
Paul B. Odom, Jr., 71 Since 1950, Mr. Odom has been involved in commercial and residential 1998
land development and property management through P. B. Odom
Enterprises, Inc. He has served on the Board of Directors of
Stockyards Bank, Friendly Bank and Central Bank, all located in
Oklahoma City, Oklahoma, as well as Bank One of Oklahoma City and its
holding company, Bank One Oklahoma Corporation.
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
Year First
Elected
Name (Age) Business Experience During Past 5 Years and Other Information Director
---------- ------------------------------------------------------------- --------
<S> <C> <C>
H. E. Rainbolt, 71 Mr. Rainbolt has been Chairman of the Board of Directors of the 1984
Company since July 1984 and was its President and Chief Executive
Officer from July 1984 to December 1991. Since January 1996, Mr.
Rainbolt has served as a director of Sonic Corp., a publicly-held
franchiser of fast-food restaurants. H. E. Rainbolt is the father of
David E. Rainbolt. Since 1997, Mr. Rainbolt has been a partner of
Intersouth Partners IV, a privately-owned venture capital fund.
Continuing Directors-Terms Expiring in 2002
C. L. Craig, Jr., 55 Mr. Craig served as Chairman of the Board of Directors of Lawton 1998
Security Bancshares, Inc. from 1983 until May 1998, when Lawton
Security Bancshares, Inc. was merged with and into the Company, and
has been a director of the Company since June 1998.
John C. Hugon, 45 Mr. Hugon has been in the banking industry since 1979. From 1986 to 1998
1998, he was a director of AmQuest Financial Corp., a multi-bank
holding company headquartered in Duncan, Oklahoma; he served as
President of AmQuest from 1986 to 1991. Since 1991, Mr. Hugon has
also served as President and a director of Parkview Management Co.,
L.L.C., a privately-owned real estate management and investment
company and, since 1985, he has served as a director of Investors
Trust Company, an Oklahoma-chartered trust company.
J. Ralph McCalmont, 64 Mr. McCalmont has been a director and Vice Chairman of the Company 1984
since July 1984. He was Chairman of The First National Bank,
Guthrie, Oklahoma from February 1974 to April 1989.
Joe T. Shockley, Jr., 48 Mr. Shockley has been a director of the Company since May 1996 and 1996
has been a director of the Bank and Executive Vice President and
Chief Financial Officer of the Company since March 1996. From 1991
until 1996, Mr. Shockley served as Chief Financial Officer and
President, Tulsa Region, of Boatmen's First National Bank of Oklahoma.
Continuing Directors-Terms Expiring in 2001
Marion C. Bauman, 57 Mr. Bauman has engaged in the practice of law since 1977 and since 1998
1998 has been a partner of Craig & Bauman, a law firm located in
Norman, Oklahoma which specializes in banking and tax matters. From
time to time Mr. Bauman and/or the law firms with which he has been
affiliated have performed legal services for the Company.
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
Year First
Elected
Name (Age) Business Experience During Past 5 Years and Other Information Director
---------- ------------------------------------------------------------- --------
<S> <C> <C>
K. Gordon Greer, 63 Mr. Greer has been a director and Vice Chairman of the Company since 1997
May 1997, and a director and Vice Chairman of the Bank since December
1996. He was Chairman and Chief Executive Officer of Bank IV, N.A.
of Wichita, Kansas from 1989 to 1996. He was also Chairman of First
National Bank of Tulsa, Oklahoma from 1984 to 1989, and President of
Liberty National Bank & Trust Company of Oklahoma City from 1976 to
1984. Mr. Greer currently is Chairman of the Executive Committee of
the Board of Directors.
William O. Johnstone, 52 Mr. Johnstone has been a director and Vice Chairman of the Company 1996
since May 1996 and has been a director and Vice Chairman of the Bank
since March 1996. From 1985 until March 1996, Mr. Johnstone served
as President and Chairman of the Board of Directors of City
Bankshares, Inc. and its subsidiary, City Bank, Oklahoma City,
Oklahoma. Since 1996, he has served as Chairman and Chief Executive
Officer of C-Teq, Inc., a privately-held corporation which provides
data processing services to financial institutions.
Melvin Moran, 69 Mr. Moran has been a director of the Company since August 1984. He 1984
has been involved in the oil and gas industry for over 40 years and,
since 1982, has been managing partner of Moran-K Oil. Since 1980 he
has also been a managing partner of Moran Oil Enterprises. Both
Moran-K Oil and Moran Oil Enterprises are privately-held oil and gas
production companies.
David E. Rainbolt, 44 Mr. Rainbolt has been a director of the Company since July 1984. He 1984
has been President and Chief Executive Officer of the Company since
January 1992 and was Executive Vice President and Chief Financial
Officer of the Company from July 1984 to December 1991. Since
January 1997, Mr. Rainbolt has served as a director of ZymeTx Corp.,
a publicly-held biotechnology company.
</TABLE>
Executive Officers
The executive officers of the Company (including certain executive officers
of the Bank), other than those listed above as nominees for directors, are
listed in the table below. Each officer serves a term of office of one year or
until the election and qualification of his successor.
<TABLE>
<CAPTION>
Officer
Name Age Since Position
---- --- ----- --------
<S> <C> <C> <C>
Dennis L. Brand 52 1992 Executive Vice President, Community Banking, and Member of
the Executive Committee
E. Wayne Cardwell 59 1984 Regional Executive, BancFirst
Scott Copeland 35 1992 Senior Vice President and Chief Information Officer,
BancFirst
Roy C. Ferguson 53 1992 Regional Executive, BancFirst, and Member of the Senior
Credit Committee
</TABLE>
7
<PAGE>
<TABLE>
<CAPTION>
Officer
Name Age Since Position
---- --- ----- --------
<S> <C> <C> <C>
Randy P. Foraker 44 1987 Senior Vice President and Controller, Treasurer and
Assistant Secretary
D. B. Green 54 1995 Regional Executive, BancFirst
D. Jay Hannah 44 1994 Executive Vice President of Financial Services, BancFirst,
and Member of the Administrative Committee
Karen James 44 1984 Regional Executive, BancFirst
Dennis Murphy 46 1989 Senior Vice President, Internal Audit, and Member of the
Administrative Committee
Robert M. Neville 44 1986 Senior Vice President, Investments
Dale E. Petersen 49 1984 Executive Vice President of Asset Quality, BancFirst, and
Member of the Administrative Committee
J. Michael Rogers 56 1986 Senior Vice President, Human Resources
</TABLE>
Board of Directors and Committees
The Board of Directors met 11 times during 1999. No director attended fewer
than 75% of all meetings of the Board of Directors and committees on which they
served.
The Board of Directors has standing an Audit Committee, an Executive
Committee and a Compensation Committee. The Bank's Board of Directors has
standing an Administrative Committee, which also reports to the Board of
Directors of the Company.
The Audit Committee of the Company also serves as the Audit Committee of the
Bank. The Audit Committee is responsible for conducting an annual examination
of the Company and for ensuring that adequate internal controls and procedures
are maintained. An independent auditor is engaged to conduct the annual
examination and the Audit Committee meets with the independent auditor to
discuss the scope and results of the examination. Additionally, the Internal
Auditor of the Bank reports to the Audit Committee. During 1999, the Audit
Committee was composed of Marion C. Bauman (Chairman), C. L. Craig, Jr., John C.
Hugon and Paul B. Odom, Jr., and met four times.
The Executive Committee has the authority to exercise all the powers of the
Board of Directors during the intervals between full Board meetings, except the
power to amend the Bylaws. Members of the Executive Committee in 1999 were
Dennis L. Brand, Jim Daniel, K. Gordon Greer (Chairman), Robert A. Gregory,
David E. Rainbolt and H. E. Rainbolt. The Executive Committee met 11 times
during 1999.
The Administrative Committee, which is a management committee of the Bank
comprised of certain of its executive officers (all but three of whom are also
directors and executive officers of the Company), advises and assists the Board
of Directors in all matters concerning the management of the Company's business.
During 1999, the members of the Administrative Committee were Jim Daniel, D. Jay
Hannah, J. Ralph McCalmont, Dennis Murphy, Dale E. Peterson, David E. Rainbolt
(Chairman) and Joe T. Shockley, Jr. The Administrative Committee met 12 times
during 1999.
The Compensation Committee of the Company was established to review the
propriety of executive officer compensation with respect to executive officers
that are also members of the Executive Committee. During 1999, the Compensation
Committee was composed of J. R. Hutchens, Jr., William O. Johnstone, Melvin
Moran and H. E. Rainbolt (Chairman). The Compensation Committee met once during
1999 to review the compensation of the members of the Executive Committee,
although it operated on an informal basis throughout the year through
discussions and actions at regular Board meetings and through conversations with
management and the other directors.
8
<PAGE>
The Board of Directors as a whole administers the BancFirst Corporation Stock
Option Plan (the "Stock Option Plan").
A report from the Compensation Committee and the Board of Directors is
presented under "Compensation of Directors and Executive Officers-Report of the
Compensation Committee and the Board of Directors on Executive Compensation."
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), requires directors and certain officers of the Company to file reports
with the Commission reflecting transactions by such persons in the Company's
Common Stock. During and with respect to 1999, to the knowledge of the Company
or based on information provided by such persons to the Company, all officers,
directors and beneficial owners of more than 10% of the Common Stock of the
Company subject to such filing requirements fully complied with such
requirements, except as set forth below.
A Form 4 "Statement of Changes in Beneficial Ownership" for T. H. McCasland,
Jr., a member of the Board of Directors, reporting eight transactions, was filed
late. A Form 4 "Statement of Changes in Beneficial Ownership" for C. L. Craig,
Jr., a member of the Board of Directors, reporting two transactions, was filed
late. A Form 4 "Statement of Changes in Beneficial Ownership" for John C.
Hugon, a member of the Board of Directors, reporting one transaction, was filed
late.
9
<PAGE>
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
Summary Compensation Table
The following table sets forth certain information with respect to annual and
other compensation paid or awarded to the Company's Chief Executive Officer and
its four most highly compensated executive officers (including certain executive
officers of the Bank) other than the Chief Executive Officer (each, a "Named
Executive Officer" and collectively, the "Named Executive Officers"), for or
with respect to the fiscal years ended December 31, 1999, 1998 and 1997.
<TABLE>
<CAPTION>
Annual Long-Term
Compensation Compensation
------------------------ ----------------
Securities
Fiscal Underlying All Other
Name and Principal Position Year Salary Bonus Options Compensation
--------------------------- ---- ------ ----- ------- ------------
<S> <C> <C> <C> <C> <C>
David E. Rainbolt 1999 $180,000 $36,000 -- $12,000 /(1)/
President and Chief Executive Officer 1998 175,000 35,000 -- 12,266 /(1)/
1997 170,000 34,000 -- 11,150 /(1)/
H. E. Rainbolt 1999 100,000 20,000 -- 9,288 /(2)/
Chairman of the Board of Directors 1998 125,000 25,000 -- 22,580 /(2)/
1997 125,000 25,000 -- 22,935 /(2)/
Jim Daniel 1999 205,000 30,750 -- 7,200 /(1)/
Vice Chairman 1998 200,000 30,000 -- --
1997 15,385 -- 30,000 --
K. Gordon Greer 1999 127,750 25,550 -- 11,866 /(1)/
Vice Chairman 1998 124,000 24,800 -- 11,101 /(1)/
1997 120,000 24,000 -- 68,498 /(3)/
Robert A. Gregory 1999 185,000 37,000 -- 12,000
Vice Chairman 1998 150,000 30,000 -- 12,266 /(1)/
1997 145,000 29,000 -- 11,150 /(1)/
</TABLE>
_____________________
(1) Consists of contributions by the Company to the ESOP for the benefit of the
Named Executive Officer.
(2) Consists of contributions by the Company to the ESOP for the benefit of the
Named Executive Officer of $9,288, $9,200 and $9,055 for 1999, 1998 and
1997, respectively, and the increase in cash value in excess of premiums
paid by the Company on a split-dollar life insurance policy of $13,380 and
$13,880 for 1998 and 1997, respectively.
(3) Consists of payments made on behalf of the Named Executive Officer with
respect to club membership dues and real estate commissions payable in
connection with the sale of a residence.
Option Grants
No stock options were granted during the year ended December 31, 1999 to the
Named Executive Officers.
Fiscal Year End Option Values
The following table sets forth certain information regarding outstanding
options granted under the Stock Option Plan and held by the Named Executive
Officers on December 31, 1999. For the purposes of this table,
10
<PAGE>
the "value" of an option is the difference between the market value at December
31, 1999 of the shares of Common Stock subject to the option and the aggregate
exercise price of such option.
During 1999, no outstanding options were repriced by the Company.
<TABLE>
<CAPTION>
Number of Value of Unexercised
Unexercised Options at In-the-Money Options at
December 31, 1999 December 31, 1999 (2)
------------------------------- -------------------------------
Option Value
Name Exercises Received/(1)/ Exercisable Unexercisable Exercisable Unexercisable
---- --------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
David E. Rainbolt........... -- $ -- -- -- $ -- $ --
H. E. Rainbolt.............. 20,000 587,500 -- -- -- --
Jim Daniel.................. -- -- -- 30,000 -- 31,890
K. Gordon Greer............. -- -- 30,000 -- 249,390 --
Robert A. Gregory........... 10,000 315,000 10,000 5,000 206,880 69,690
</TABLE>
___________________
(1) Value received is the difference between the fair market value at the
repurchase date and the aggregate exercise price of the repurchased option.
(2) Based on the December 31, 1999 closing price of the Company's Common Stock
of $33.938.
Compensation of Directors
Each member of the Board of Directors receives a fee of $500 per quarter.
During 1999, the Compensation Committee shared responsibility with the Board
of Directors for the development and implementation of the Company's executive
compensation policies. The Board of Directors delegated to the Chief Executive
Officer and the Chairman of the Board the responsibility for determining the
compensation of all executive officers other than the members of the Executive
Committee, the compensation for whom is determined by the Compensation
Committee. During 1999, the Executive Committee was composed of Dennis L.
Brand, Jim Daniel, K. Gordon Greer (Chairman), Robert A. Gregory, David E.
Rainbolt and H. E. Rainbolt, all of whom are directors or executive officers of
the Company. During such period, the Compensation Committee was composed of J.
R. Hutchens, Jr. and Melvin Moran, neither of whom are officers or employees of
the Company or its subsidiaries; H. E. Rainbolt, Chairman of the Board of
Directors of the Company; and William O. Johnstone, Vice Chairman.
The Company purchases supplies and services from certain companies owned by
Pickard Limited Partnership, a family partnership of which David E. Rainbolt is
the general partner, and H. E. Rainbolt is a limited partner. During 1999, the
Company's purchases of supplies, furniture and equipment from such entities
totaled approximately $109,000. The Company also sold credit life and credit
accident and health insurance policies for one of these companies. The Company
retained a 40% commission for such sales, which is the maximum amount permitted
by law, and remitted net premiums totaling approximately $880,000 for 1999.
11
<PAGE>
Report of the Compensation Committee and the Board of Directors on Executive
Compensation
The report of the Compensation Committee and the Board of Directors appearing
below and the information herein under "Company Performance" shall not be deemed
"soliciting material" or to be "filed" with the Commission or subject to the
Commission's proxy rules, except for the required disclosure herein, or to the
liabilities of Section 18 of the Exchange Act, and such information shall not be
deemed to be incorporated by reference into any filing made by the Company under
the Act or the Exchange Act.
To our Stockholders:
During 1999 the Compensation Committee of the Board of Directors was
comprised of J. R. Hutchens, Jr., Melvin Moran, William O. Johnstone and H. E.
Rainbolt (Chairman). Messrs. Hutchens and Moran are nonemployee directors of
the Company. The Compensation Committee has primary responsibility for
determining the compensation of those executive officers who are members of the
Executive Committee, which includes the Chief Executive Officer. During 1999
the Executive Committee was comprised of Dennis L. Brand, Jim Daniel, K. Gordon
Greer (Chairman), Robert A. Gregory, David E. Rainbolt and H. E. Rainbolt.
During 1999, the compensation of all other executive officers was determined by
the Chief Executive Officer and the Chairman of the Board, pursuant to authority
delegated to them by the Board of Directors, and in consultation with the budget
committee for the relevant operational area, together with appropriate
supervisory personnel.
The executive compensation policy of the Company is to provide a compensation
program that will attract, motivate and retain the high-caliber executives
necessary to achieve the Company's business strategies, while at the same time
ensuring that an appropriate relationship exists between executive compensation
and the creation of stockholder values. Each of the Compensation Committee and
the Chief Executive Officer and the Chairman of the Board applies this
philosophy in determining the compensation of the Company's executive officers
with respect to salary, bonuses and stock options.
Each compensation element supports the Company's mission, values and culture.
The compensation principles that link the individual elements into an integrated
compensation strategy are as follows: (i) competitive compensation within
industry and peer companies; (ii) individual compensation correlated with
personal performance and stockholder value creation; and (iii) a compensation
structure that directly aligns the executives with the interests and concerns of
stockholders. Additionally, each executive officer's level of responsibility is
considered in setting executive compensation, meaning that the Company generally
pays greater compensation to persons having higher levels of responsibility.
The Company's executive officers are paid base salaries that the Compensation
Committee and the Chief Executive Officer and the Chairman of the Board have
determined to be fair for their assigned responsibilities in comparison with
similar positions in other public companies in the banking industry. Each of
the Compensation Committee and the Chief Executive Officer and the Chairman of
the Board periodically uses surveys to assist it in establishing the base
salaries of the executives over which such committee or officer has
responsibility for setting compensation. The Compensation Committee and the
Chief Executive Officer and the Chairman of the Board make these comparisons in
an effort to determine whether the Company's executive compensation is
reasonable and remains competitive enough to allow the Company to retain skilled
executives. The Compensation Committee and the Board of Directors believe that
the compensation paid to the Company's executive officers is in the median range
of compensation of executive officers of companies to which these comparisons
are made. In addition to making such comparisons and considering levels of
responsibility, the Compensation Committee and the Board of Directors consider
individual performance and the Company's performance in terms of stock price,
earnings and cash flow. However, the determination of base salaries is not
strictly tied to performance criteria, and in determining base salary levels,
the Company believes that it affords approximately equal weight to each of the
factors described herein.
The Company's executive officers, including the Chief Executive Officer,
participate in an Incentive Bonus Program. Bonus amounts earned are based on
the attainment of budgeted earnings and asset quality goals, and
12
<PAGE>
can be in amounts of up to 20% of the executive officer's base salary, depending
upon an objective review of the degree of attainment of such goals, as well as
both an objective and subjective review of the respective executive officer's
contribution thereto. Individual goals in each case are established by the
Compensation Committee or the Chief Executive Officer and Chairman, as
appropriate.
The Company's executive officers also are eligible to participate in the
Company's Stock Option Plan. Stock options provide executives the opportunity
to acquire an equity interest in the Company and to share in the appreciation of
the stock's value, thereby aligning their interests with those of the
stockholders. The Plan currently is administered by the Board of Directors. In
determining option grants, the Board does not take into account the amount and
value of options currently held, and the Company does not have a target
ownership level of equity holdings by its executives. During 1999, stock
options for 121,000 shares were granted to employees of the Company, at varying
exercise prices equal to the fair market value of the Common Stock on the date
of grant). No stock options were granted to any of the Named Executive Officers
in 1999.
In general, the Chief Executive Officer's compensation is determined by the
Compensation Committee in the same manner as that of the other senior executives
who are members of the Executive Committee, as described above. The
Compensation Committee believes that the compensation paid to David E. Rainbolt,
the Company's President and Chief Executive Officer, is in the median range of
compensation of the chief executive officers of companies to which the
comparisons are made. For 1999, the base salary of the Chief Executive Officer
was set at $180,000, an increase of $5,000 over the 1998 base salary. Mr.
Rainbolt also received a bonus of $36,000 in 1999. In making decisions
regarding CEO compensation, the Compensation Committee took into account results
of operations of the Company, conditions in the banking industry as a whole and
Mr. Rainbolt's contributions to the Company.
The Internal Revenue Code limits the deductibility of certain compensation
expenses in excess of $1 million. This was not applicable to the Company for
the fiscal year ended December 31, 1999. However, the Compensation Committee
and the Board of Directors intend to monitor executive compensation levels and
adopt policies, as necessary, to obtain maximum deductibility of executive
compensation while providing motivational and competitive performance-based
compensation. The Compensation Committee and the Board of Directors will
continue to monitor the tax regulations to determine if any executive
compensation program changes are necessary.
This report is respectfully submitted by the members of the Compensation
Committee and the Board of Directors, as well as by its Chief Executive Officer
and the Chairman of the Board:
Compensation Committee: Board of Directors:
J. R. Hutchens, Jr. Marion C. Bauman William O. Johnstone
William O. Johnstone C. L. Craig, Jr. J. Ralph McCalmont
Melvin Moran Jim Daniel T. H. McCasland, Jr.
H. E. Rainbolt K. Gordon Greer Melvin Moran
Robert A. Gregory Paul B. Odom, Jr.
Chief Executive Officer: John C. Hugon David E. Rainbolt
David E. Rainbolt J. R. Hutchens, Jr. H. E. Rainbolt
Joe T. Shockley, Jr.
Chairman of the Board:
H. E. Rainbolt
13
<PAGE>
Company Performance
Presented below is a line graph which compares the percentage change in the
cumulative total return on the Company's Common Stock to the cumulative total
return of the Nasdaq Stock Market (U.S. Companies) Index and the Nasdaq Bank
Stock Index, both as compiled by the University of Chicago Center for Research
in Security Price ("CRSP"). The period presented is from April 1, 1993, the
date of the Company's initial public offering of its Common Stock, through
December 31, 1999. The graph assumes an investment on April 1, 1993 of $100 in
the Company's Common Stock and in each index, and that any dividends were
reinvested. The values presented for each quarter during the period represent
the cumulative market values of the respective investments.
[GRAPH APPEARS HERE]
BANCFIRST CORPORATION
1999 COMPANY PERFORMANCE GRAPH DATA
NASDAQ NASDAQ
MONTH BFC BANKS MARKET
----- --- ----- ------
12/94 100 100 100
3/95 105.1583051 109.4842949 108.9505668
6/95 103.5310744 120.8980081 124.6225443
9/95 128.2275592 136.4865765 139.6340765
12/95 126.5982538 149.0015655 141.3348764
3/96 147.9329944 154.8705949 147.9515973
6/96 146.3116956 157.4457898 160.0056434
9/96 166.8184438 174.2255679 165.704693
12/96 185.6319426 196.7340617 173.8921695
3/97 199.3636448 211.4974019 164.4627288
6/97 228.445542 246.0953634 194.5900741
9/97 225.1344145 290.2313304 277.5211424
12/97 229.5002178 329.3871994 213.0731356
3/98 271.4469489 348.1730065 249.3645004
6/98 317.6820912 341.0598894 256.2147285
9/98 249.4575554 287.9142795 231.3713543
12/98 245.3039671 327.1146992 300.2478203
3/99 238.6023235 313.9893245 335.8566568
6/99 234.4637872 336.9866265 367.4680614
9/99 215.7669868 306.6871794 375.8481508
12/99 232.6175021 314.4240057 542.4304386
TRANSACTIONS WITH MANAGEMENT
BancFirst has made loans in the ordinary course of business to certain
directors and executive officers of the Company and to certain affiliates of
these directors and executive officers. None of these loans outstanding are
classified as nonaccrual, past due, restructured or potential problem loans.
All such loans were made on substantially the same terms, including interest
rates and collateral, as those prevailing at the time for comparable
transactions with other persons, and did not involve more than the normal risk
of collectability or present other unfavorable features.
Marion C. Bauman, a director of the Company, is a partner of Craig & Bauman,
a law firm located in Norman, Oklahoma which specializes in banking and tax
matters. From time to time Mr. Bauman and/or his firm has performed legal
services for the Company.
14
<PAGE>
INDEPENDENT ACCOUNTANTS
The Board of Directors has selected the firm of Arthur Andersen LLP as
independent accountants to audit the Company's consolidated financial statements
for the fiscal year ending December 31, 1999. Arthur Andersen LLP is the
accounting firm that examined and reported on the Company's financial statements
for the last fiscal year. It is expected that representatives of the firm will
be present at the Annual Meeting to answer appropriate questions directed to
them. The Board of Directors recommends that you vote "FOR" the ratification of
the selection of Arthur Andersen LLP as independent accountants for the ensuing
year.
ANNUAL REPORT
The Company's Annual Report to Stockholders for the year ended December 31,
1999 accompanies this Proxy Statement. No parts of the Annual Report are
incorporated by reference into this Proxy Statement and the Annual Report is not
deemed to be a part of the proxy soliciting material.
The Company's annual report on Form 10-K for the year ended December 31, 1999
(other than the exhibits thereto) is available upon written request without
charge. Such requests should be directed to: Randy Foraker, Senior Vice
President and Controller, BancFirst Corporation, 101 North Broadway, Oklahoma
City, Oklahoma 73102.
PROPOSALS OF STOCKHOLDERS
Proposals of stockholders intended to be presented at the next Annual Meeting
of Stockholders will be considered by the Board of Directors if the written
proposal, complying with the requirements established by the Commission, is
received at the Company's principal executive offices at 101 North Broadway,
Oklahoma City, Oklahoma 73102, no later than February 23, 2001.
OTHER MATTERS
The management of BancFirst does not know of any other matters that are to be
presented for action at the meeting. Should any other matter come before the
meeting, however, it is the intent of the persons named in the proxy to vote all
proxies with respect to such matter in accordance with the recommendations of
the Board of Directors.
15
<PAGE>
P R O X Y
BANCFIRST CORPORATION PROXY/VOTING INSTRUCTION CARD
Oklahoma City, Oklahoma
This proxy is solicited on behalf of the Board of Directors for the Annual
Meeting on May 25, 2000.
The undersigned hereby appoints David E. Rainbolt and Randy P. Foraker as
Proxies, each with the power to appoint his substitute and each with full power
to act without the other, and hereby authorizes them to represent and vote all
shares of Common Stock of the undersigned of BancFirst Corporation ("Company"),
an Oklahoma corporation, which the undersigned would be entitled to vote at the
Annual Meeting of Stockholders of the Company to be held at the BancFirst
Corporation headquarters, Second Floor, 101 N. Broadway (the corner of Main
Street and Broadway), Oklahoma City, Oklahoma 73102, on Thursday, May 25, 2000,
at 9:00 a.m., and at any and all adjournments thereof as follows:
1.ELECTION OF CLASS II DIRECTORS
[_] FOR all nominees listed below [_] WITHHOLD AUTHORITY to vote for
(except as marked to the contrary below). all nominees listed below.
Jim Daniel, Robert A. Gregory, J.R. Hutchens, Jr., T.H. McCasland, Jr., Paul
B. Odom, Jr., H.E. Rainbolt
Instruction: To withhold authority to vote for any individual nominee, write
that nominee's name on the space provided below.
- --------------------------------------------------------------------------------
Your vote is important! Please sign and date on the reverse and return promptly
in the enclosed postage paid envelope.
Change of Address and/or Comments: _____________________________________________
(If you have written in the above space, please mark the "Comments" box on the
reverse of this card.)
(Continued and to be signed and dated on reverse side)
<PAGE>
P R O X Y
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTIONS ARE INDICATED, THIS PROXY WILL
BE VOTED FOR PROPOSAL 1 AND WILL BE VOTED IN THE DISCRETION OF THE PROXY
HOLDERS UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING.
2. RATIFICATION OF ACCOUNTANTS
[_] FOR ratification of Arthur Andersen [_] WITHOLD AUTHORITY to vote for
as independent accountants ratification of Arthur Anderson
as independent accountants.
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
This Proxy also provides voting instructions for shares of Common Stock held in
the BancFirst Corporation Employee Stock Ownership and Thrift Plan.
The undersigned hereby acknowledges receipt of the Notice of Annual Meeting of
Shareholders to be held on May 25, 2000, and the Proxy Statement furnished
therewith.
The undersigned hereby revokes any proxy to vote shares of Common Stock of the
Company heretofore given by the undersigned.
[_] Change of Address and Comments on Reverse Side
-----------------------------------------
-----------------------------------------
SIGNATURE(S) DATE
Please date, sign exactly as name appears
herein, and promptly return in the
enclosed envelope. When signing as
guardian, executor, administrator,
attorney, trustee, custodian, or in any
other similar capacity, please give full
title. If a corporation, sign in full
corporate name by president or other
authorized officer, giving title, and
affix corporate seal. If a partnership,
sign in partnership name by authorized
person. In the case of joint ownership,
each joint owner must sign.
