April 1, 1997
To Each Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders
of BOK Financial Corporation which will be held this year in the Green Room on
the ninth floor of the Bank of Oklahoma Tower, One Williams Center, Tulsa,
Oklahoma on Tuesday, April 29, 1997, at 11:00 a.m. local time. Accompanying this
letter is the formal Notice of the meeting and proxy material.
Also enclosed is our Annual Report to Shareholders, covering the fiscal
year ended December 31, 1996.
We look forward to seeing you at the meeting.
Sincerely,
/s/ George B. Kaiser
---------------------------------------
George B. Kaiser, Chairman of the
Board of Directors
/s/ Stanley A. Lybarger
---------------------------------------
Stanley A. Lybarger, President and
Chief Executive Officer
/s/ Wayne D. Stone
---------------------------------------
Wayne D. Stone, President,
BOk Oklahoma City
<PAGE>
BOK Financial Corporation
Bank of Oklahoma Tower
Tulsa, Oklahoma 74172
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be held on April 29, 1997
To Each Shareholder:
Notice is hereby given that the Annual Meeting of Shareholders of BOK
Financial Corporation, an Oklahoma corporation, will be held in the Green Room
on the ninth floor of the Bank of Oklahoma Tower, One Williams Center, Tulsa,
Oklahoma on Tuesday, April 29, 1997, at 11:00 a.m. local time, for the following
purposes:
1. To fix the number of directors to be elected at twenty-three (23) and
to elect twenty-three (23) persons as directors for a term of one year
or until their successors have been elected and qualified; and,
2. To transact such other business as may properly be brought before the
Annual Meeting or any adjournment or adjournments thereof.
The meeting may be adjourned from time to time and, at any reconvened
meeting, action with respect to the matters specified in this notice may be
taken without further notice to shareholders unless required by the Bylaws.
The holders of Common Stock of record at the close of business on March
14, 1997 shall be entitled to receive notice of, and to vote at, the Annual
Meeting.
We hope that you will be able to attend this meeting, but all
shareholders, whether or not they expect to attend the meeting, are requested to
complete, date and sign the enclosed proxy and return it in the enclosed
envelope as promptly as possible. You may revoke your proxy at any time before
the meeting (i) by delivering a written revocation or (ii) by attending the
meeting and voting in person.
BY ORDER OF THE BOARD OF DIRECTORS
/s/Frederic Dorwart, Secretary
DATE: APRIL 3, 1997
ALL OF THE SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING. PLEASE
COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE,
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON. IF YOU DO ATTEND THE
MEETING, YOU MAY THEN VOTE IN PERSON EVEN IF YOU HAVE RETURNED THE PROXY.
<PAGE>
BOK FINANCIAL CORPORATION
PROXY STATEMENT
BOK FINANCIAL CORPORATION
Bank of Oklahoma Tower
Tulsa, Oklahoma 74172
ANNUAL MEETING OF SHAREHOLDERS
April 29, 1997
This Proxy Statement is furnished in connection with the Annual Meeting
of Shareholders of BOK Financial Corporation (herein sometimes called "BOK
Financial", "BOKF" or the "Company") to be held on Tuesday, April 29, 1997, at
11:00 a.m. local time in the Green Room on the ninth floor of the Bank of
Oklahoma Tower, One Williams Center, Tulsa, Oklahoma. This Proxy Statement will
be mailed on or about March 28, 1997 to holders of record of Common Stock as of
the close of business on March 14, 1997.
The enclosed proxy for the Annual Meeting of Shareholders is being
solicited by the Company's Board of Directors and is revocable at any time prior
to the exercise of the powers conferred thereby. The cost of soliciting the
proxies in the enclosed form will be borne by the Company. In addition to the
use of the mails, proxies may be solicited by personal interview, telephone and
telegraph, and by banks, brokerage houses and other institutions. Nominees or
fiduciaries will be requested to forward the solicitation material to their
principals and to obtain authorization for the execution of proxies. The Company
may, upon request, reimburse banks, brokerage houses and other institutions,
nominees and fiduciaries for their expenses in forwarding proxy materials to
their principals.
Unless otherwise directed in the accompanying form of proxy, the
persons named in the proxy will vote FOR the election of the twenty-three (23)
director nominees. As to any other business which may properly come before the
meeting, they will vote in accordance with their best judgment. The Company does
not presently know of any other such business.
ANNUAL REPORT
The Company's Annual Report to Shareholders, covering the fiscal year
ended December 31, 1996, including audited financial statements, is enclosed. No
parts of the Annual Report are incorporated in this Proxy Statement or are
deemed to be a part of the material for the solicitation of proxies.
<PAGE>
VOTING SECURITIES AND REQUIRED VOTE
The Board of Directors of the Company has fixed the close of business
on March 14, 1997 as the record date for the determination of shareholders
entitled to notice of and to vote at the Annual Meeting. On March 1, 1997, the
Company had outstanding approximately 21,140,953 shares of Common Stock entitled
to vote. Each outstanding share of Common Stock entitles the holder to one vote.
The presence in person or by proxy of the holders of one-third of the
outstanding shares of Common Stock is necessary to constitute a quorum at the
Annual Meeting. The vote of a majority of the shares present at the meeting, in
person or by proxy, is necessary to elect directors. George B. Kaiser (herein
sometimes called "Kaiser") currently owns approximately 76% of the outstanding
Common Stock and plans to vote in person at the meeting.
ELECTION OF DIRECTORS
Twenty-three (23) persons have been nominated for election to the Board
of Directors to serve until the next Annual Meeting or until their successors
are elected and have been qualified. The twenty-three (23) nominees consist of
twenty-three (23) persons currently serving as directors of the Company. If at
the time of the Annual Meeting any of the nominees is unwilling or unable to
serve, all proxies received will be voted in favor of the remainder of those
nominated and for such substitute nominees, if any, as shall be designated by
the Board and nominated by any of the proxies named in the enclosed proxy form.
Management is unaware of any nominee who will decline or be unable to serve.
There are no family relationships by blood, marriage or adoption
between any director or executive officer of the Company and any other director
or executive officer of the Company.
Certain information concerning the nominees to the Board of Directors
of the Company is set forth below based on information supplied by the nominees.
All information is as of March 1, 1997. All references in this Proxy Statement
to "BOk" or the "Bank" shall mean Bank of Oklahoma, National Association, the
principal bank subsidiary of BOK Financial Corporation.
Principal Occupation, Business First Year
Experience During Last 5 Years, and Became A
Name Age Directorships of Other Public Companies Director
- ---------------- --- ----------------------------------------- ---------
W. Wayne Allen 60 Chairman and Chief Executive Officer 1992
of Phillips Petroleum Company (diversified
company primarily engaged in oil and gas
exploration, production, refining and marketing
and pipeline system operations domestically
and internationally); previously, Member,
Board of Directors of Federal Reserve Bank
of Kansas City, 1993-1995.
Keith E. Bailey 54 Chairman of the Board, President, and 1992
Chief Executive Officer of The Williams
Companies, Inc.(diversified company
primarily engaged in pipeline and
telecommunications activities); Director,
Transco Energy Co.; Director, The Williams
Foundation, Apco Argentina Inc.,and Northwest
Pipeline Corp.; previously, Executive
Vice President, Finance and
Administration and Chief Financial
Officer.
James E. Barnes 63 Chairman of the Board, President and Chief 1991
Executive Officer of MAPCO Inc.(diversified
energy company with primary operations in
pipelines, petroleum products, natural gas
liquids, coal and liquid plant foods).
Mr. Barnes is also a director of Kansas City
Southern Industries, Inc. and SBC
Communications, Inc.
Sharon J. Bell 45 Attorney and Managing Partner, Rogers and 1993
Bell (law partnership); Trustee and
General Counsel, Chapman -McFarlin
Interests; formerly a Director and
President of Red River Oil Company (oil
and gas exploration and development).
Glenn A. Cox 67 Retired in December 1991 as President and 1991
Chief Operating Officer of Phillips
Petroleum Company (diversified company
primarily engaged in oil and gas exploration,
production, refining and marketing and
pipeline system operations domestically
and internationally). Mr. Cox is also a
director of Helmerich & Payne, Inc.,
The Williams Companies, Inc. and Union
Texas Petroleum Holdings, Inc.
Ralph S. Cunningham 56 President and Chief Executive Officer, 1996
CITGO Petroleum Corporation;
Vice-Chairman of the Board of Directors,
Huntsman Corporation (petro-chemicals),
1994-1995; President, Texaco Chemical
Company, 1990-1994.
Nancy J. Davies 69 Community volunteer; Board of Trustees, 1996
Phillips University; Member, Board of
Directors, Oklahoma Medical Research
Foundation; Member, Board of Directors,
Oklahoma School of Math and Science Foundation.
Robert H. Donaldson 53 Professor and former President, University 1995
of Tulsa, Tulsa, Oklahoma.
William E. Durrett 66 Chairman of the Board, President and Chief 1991
Executive Officer of American Fidelity
Corporation (insurance holding company),
and of American Fidelity Assurance Company
(a registered investment advisor). Mr.
Durrett is also a director of Oklahoma
Gas & Electric Company and Oklahoma
Healthcare Corporation.
James O. Goodwin 57 Chief Executive Officer, The Oklahoma 1995
Eagle Publishing Co.; Sole Proprietor
Goodwin & Goodwin Law Firm.
V. Burns Hargis 51 Attorney and Of Counsel to the Law Firm 1993
of McAfee & Taft(Oklahoma City, Oklahoma).
E. Carey Joullian, IV 36 President, Mustang Fuel Corporation and 1995
Subsidiaries; President and Manager,
Joullian & Co., L.C.
George B. Kaiser 54 Chairman of the Board of BOK Financial 1990
and BOk; President and Owner of Kaiser-
Francis Oil Company, an independent oil
and gas exploration and development company.
Robert J. LaFortune 70 Self-employed in investment and management 1993
of personal financial holdings. Mr.LaFortune
is also a director of The Williams Companies,
Inc.
Philip C. Lauinger, Jr. 61 Chairman and Chief Executive Officer of 1991
Lauinger Publishing Company (investment and
advisory services to business publishing
industry); previously, Chairman of the
Board and Chief Executive Officer of PennWell
Publishing Co. (privately held magazine,
book and technical journal publishing company);
Director of MAPCO Inc.
David R. Lopez 45 President - Oklahoma Southwestern Bell 1996
Telephone Company, Oklahoma City;
previously, Senior Officer Southwestern
Bell Telephone Company, Austin, Texas.
Stanley A. Lybarger 47 President and Chief Executive Officer of 1991
BOK Financial and BOk; previously President
of BOk Oklahoma City Regional Office
and Executive Vice President of BOk with
responsibility for corporate banking.
Frank A. McPherson 63 Retired Chairman of the Board and Chief 1996
Executive Officer of Kerr-McGee Corporation;
Member, Board of Directors, Kimberly-Clark
Corporation; Member, Board of Directors, J&W
Seligman Co., Inc.
Robert L. Parker, Sr. 73 Chairman and Director, Parker Drilling Co. 1991
(oil and gas drilling contractor); Director
of Weatherford-Enterra Corp., MAPCO Inc.,
Clayton Williams Energy, Inc., and Norwest
Bank of Texas-Kerrville.
James W. Pielsticker 58 President, Arrow Trucking Co. 1996
James A. Robinson 68 Self-employed in investment and management 1993
of personal financial holdings and in
ranching business.
L. Francis Rooney, III 43 Chairman of the Board and Chief Executive 1995
Officer, Manhattan Construction Company
Robert L. Zemanek 47 President, Central & South West Energy 1994
Delivery; previous, President, Chief
Executive Officer and Director, Public
Service Company of Oklahoma (electric
public utility); Executive Vice President
and Vice President-Corporate Services,
Public Service Company of Oklahoma;
Director, Central and Southwest Services,
Inc.(holding company), Ash Creek Mining
Company, Hillcrest Medical Center and
University of Tulsa.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
As of March 1, 1997, the Company had 21,140,953 shares of Common Stock,
$0.00006 par value, issued and outstanding. George B. Kaiser is the only
shareholder known by BOK Financial to be the beneficial owner of more than five
percent (5%) of its outstanding Common Stock. The following table sets forth, as
of March 1, 1997, the beneficial ownership of Common Stock of BOK Financial, by
each director and nominee, the chief executive officer (Mr. Lybarger) and the
four other executive officers named in the Summary Compensation Table appearing
at page 12 below, and, as a group, all of such persons and other executive
officers not named in the table.
<PAGE>
Amount and Nature of
Name of Beneficial Owner Beneficial Ownership (1) Percent of Class(2)
- ------------------------ ---------------------- ----------------
W. Wayne Allen 1,292 *
Keith E. Bailey 167,133(3) *
James E. Barnes 842 *
Sharon J. Bell 33,673(4) *
Glenn A. Cox 2,617 *
Ralph S. Cunningham 405 *
Nancy J. Davies 546 *
Robert H. Donaldson 602 *
William E. Durrett 58,072(5) *
James O. Goodwin 768 *
V. Burns Hargis 827 *
E. Carey Joullian, IV 1,751(6) *
George B. Kaiser 18,854,609(7) 78.7%
Robert J. LaFortune 88,300 *
Philip C. Lauinger, Jr. 895 *
David R. Lopez 274 *
Stanley A. Lybarger 66,071 (8),(9) *
Frank A. McPherson 544 *
Robert L. Parker, Sr. 3,907(10) *
James W. Pielsticker 393 *
James A. Robinson 380,992(11) 1.8%
L. Francis Rooney, III 325,764(12) 1.5%
Robert L. Zemanek 816 *
Eugene A. Harris 21,690(13) *
Norman W. Smith 18,801(14) *
James A. White 36,537(15) *
Charles D. Williamson 11,232(16) *
All directors, nominees and
executive officers as a group 20,079,353 83.6%
(27 persons including the above)
* Less than one percent (1%)
<PAGE>
(1) Except as otherwise indicated, all shares are beneficially owned and
the sole investment and voting power is held by the person named.
(2) All percentages are rounded to the nearest tenth, and are based upon
the number of shares outstanding as of the date set forth above. For
purposes of computing the percentage of the outstanding shares owned by
the persons described in the table, any shares such persons are deemed
to own by having a right to acquire such shares by exercise of an
option are included, but shares acquirable by other persons by the
exercise of stock options are not included.
(3) Includes 166,316 shares owned by The Williams Companies Foundation,
Inc., a non-profit foundation of which Mr. Bailey is a director and
officer.
(4) Includes 1,136 shares owned by spouse. Also includes (i) 7,499 shares
owned by the J. A. Chapman and Leta M. Chapman Trust (1949), of which
Ms. Bell is individual trustee, and (ii) 8,673 shares owned by the Leta
McFarlin Chapman Memorial Trust (1974), of which Ms. Bell is
co-trustee.
(5) Includes 54,237 shares indirectly owned by American Fidelity Assurance
Company, 458 shares indirectly owned by Cameron Properties, 83 shares
indirectly owned by CEALP, and 642 shares indirectly owned by CAMCO.
(6) Includes 1,030 shares owned by Joullian & Co., L.C.
(7) Mr. Kaiser's address is P. O. Box 21468, Tulsa, OK 74121-1468. Includes
2,808,039 shares which Mr. Kaiser may acquire through conversion of
249,490,880 shares of BOK Financial Series A Preferred Stock. Shares of
Series A Preferred Stock may be converted to Common Stock at any time
at the option of the holder, at a ratio of 1.13 shares of Common Stock
for each 100 shares of Series A Preferred Stock. Appropriate
adjustments in the conversion ratios are made in the event of a
subdivision (by stock split, stock dividend, recapitalization or
otherwise) or combination (by reverse stock split or otherwise) of the
Common Stock. The conversion ratio gives effect to the 1 for 100
reverse stock split of Common Stock effected December 17, 1991 and the
November 18, 1993, November 17, 1994, November 27, 1995 and November
27, 1996 BOKF 3% Common Stock Dividends payable by the issuance of BOKF
Common Stock.
(8) Includes 6,115 shares indirectly owned by Mr. Lybarger as Custodian for
two minor daughters under the Uniform Gifts to Minors Act. Mr. Lybarger
disclaims ownership of these 6,115 shares.
(9) Includes options to purchase 9,646 shares and excludes options to
purchase 9,648 shares, of BOKF Common Stock under the BOKF 1992 Stock
Option Plan; includes options to purchase 9,648 shares and excludes
options to purchase 12,863 shares of BOKF Common Stock under the BOKF
1993 Stock Option Plan; includes options to purchase 7,578 shares and
excludes options to purchase 18,945 shares of BOKF Common Stock granted
pursuant to 1994 Awards under the BOKF 1994 Stock Option Plan; includes
options to purchase 3,679 shares and excludes options to purchase
22,071 shares granted pursuant to the 1995 Awards under the BOKF 1994
Stock Option Plan; excludes options to purchase 25,750 shares granted
pursuant to the 1996 Awards under the BOKF 1994 Stock Option Plan.
(10) Includes 3,079 shares indirectly owned by Mr. Parker as Co-Trustee for
the Robert L. Parker Trust dated February 10, 1967.
(11) Includes (i) 132,322 shares by self as Trustee for the James A.
Robinson Trust, dated July 19, 1983; (ii) 3 shares by self as
Custodian for Timothy James Robinson under the Uniform Transfers to
Minors Act; (iii) 3,040 shares by self as Trustee for the James A.
Robinson Education Trust A; (iv) 5,667 shares by self as Trustee for
the James A. Robinson Education Trust B; (v) 4,370 shares by self as
Trustee for the Robinson Foundation; (vi) 87,418 shares by spouse,
Betty L. Robinson (Beneficial Ownership is hereby Disclaimed); 143,990
shares by self as Trustee for Robinson Children UA 6/7/91, and 515
shares by self as Trustee for Maurice A. Robinson Education Trust.
(12) Includes 86,990 shares owned by Rooney Brothers Company and 214 shares
held in L.F. Rooney IRA.
(13) Includes options to purchase 4,823 shares and excludes options to
purchase 4,824 shares of BOKF Common Stock under the BOKF 1992 Stock
Option Plan; includes options to purchase 4,823 shares and excludes
options to purchase 6,432 shares of BOKF Common Stock under the BOKF
1993 Stock Option Plan; includes options to purchase 3,031 shares and
excludes options to purchase 7,578 shares of BOKF Common Stock granted
pursuant to 1994 Awards under the BOKF 1994 Stock Option Plan; includes
options to purchase 1,103 shares and excludes options to purchase 6,622
shares granted pursuant to 1995 Awards under the BOKF 1994 Stock Option
Plan; excludes options to purchase 9,270 shares granted pursuant to the
1996 Awards under the BOKF 1994 Stock Option Plan.
(14) Includes options to purchase 3,215 shares and excludes options to
purchase 4,824 shares of BOKF Common Stock under the BOKF 1992 Stock
Option Plan; includes options to purchase 4,823 shares and excludes
options to purchase 6,432 shares of BOKF Common Stock under the BOKF
1993 Stock Option Plan; includes options to purchase 3,031 shares and
excludes options to purchase 7,578 shares of BOKF Common Stock granted
pursuant to 1994 Awards under the BOKF 1994 Stock Option Plan; includes
options to purchase 1,324 shares and excludes options to purchase 7,946
shares granted pursuant to 1995 Awards under the BOKF 1994 Stock Option
Plan; excludes options to purchase 11,330 shares granted pursuant to
the 1996 Awards under the BOKF 1994 Stock Option Plan.
(15) Includes options to purchase 3,376 shares and excludes options to
purchase 3,377 shares of BOKF Common Stock under the BOKF 1992 stock
Option Plan; includes options to purchase 4,823 shares and excludes
options to purchase 6,432 shares of BOKF Common Stock under 1993 Stock
Option Plan; includes options to purchase 3,031 shares and excludes
options to purchase 7,578 shares of BOKF Common Stock granted pursuant
to 1994 Awards under the BOKF 1994 Stock Option Plan; includes options
to purchase 1,177 shares and excludes options to purchase 7,063 shares
granted pursuant to 1995 Awards under the BOKF 1994 Stock Option Plan;
excludes options to purchase 9,785 shares granted pursuant to the 1996
Awards under the BOKF 1994 Stock Option Plan; includes 2,779 shares
which Mr. White may acquire through conversion of 254,560 shares of BOK
Financial Series A Preferred Stock.
(16) Includes options to purchase 3,618 shares and excludes options to
purchase 3,618 shares of BOKF Common Stock under the BOKF 1992 Stock
Option Plan; includes options to purchase 3,618 shares and excludes
options to purchase 4,824 shares of BOKF Common Stock under the BOKF
1993 Stock Option Plan; includes 1,515 shares and excludes 3,789 shares
of BOKF Common Stock granted pursuant to 1994 Awards under the BOKF
1994 Stock Option Plan; includes options to purchase 441 shares and
excludes options to purchase 2649 shares granted pursuant to 1995
Awards under the BOKF 1994 Stock Option Plan; excludes options to
purchase 2,575 shares granted pursuant to the 1996 Awards under the
BOKF 1994 Stock Option Plan; includes 797 shares held in the BOK 401(k)
Thrift.
COMMITTEES; MEETINGS
During 1996, the Board of Directors of BOK Financial had a standing
Risk Oversight and Audit Committee comprised solely of outside directors. The
Committee is responsible for recommending the selection of independent auditors
and supervising internal auditors. The Committee also reviews the results of
internal and independent audits and reviews accounting principles and practices.
The Committee was responsible for fulfilling the trust audit requirements
established by 12 CFR ss. 9.9. The Committee consisted of Mmes. Bell and Davies
and Messrs. Zemanek (Chairman), Cunningham, Lauinger and McPherson. Mr. Lopez
joined the Committee in December, 1996. The Committee met five times during
1996. The Risk Oversight & Audit Committee intends to meet at least five times
in 1997.
The Board of Directors of BOK Financial does not have a standing
nominating committee or compensation committee. The Board of Directors will
consider recommendations of shareholders for director nominees, but there is no
established procedure for such recommendations.
The entire Board of Directors of BOK Financial met four times during
1996. The entire Board of Directors of BOk met eleven times during 1996. All
directors of BOK Financial attended 75% of the aggregate of all meetings of the
boards of directors and committees on which they served, except Mr. Allen who
missed certain meetings due to other business obligations.
Compensation of Directors
All non-officer directors of BOK Financial or BOk receive a retainer of
$7,500 per year, payable quarterly in arrears in BOK Financial Common Stock in
accordance with the BOKF Directors Stock Compensation Plan, whether serving on
one or more of the boards of directors. All non-officer directors also are paid
$250 for each board of directors or committee meeting attended, and no such fees
for meetings not attended.
<PAGE>
Executive Officers
Certain information concerning the executive officers of BOK Financial
and BOk is set forth below:
Mark W. Funke, age 41, Executive Vice President, Oklahoma City;
formerly Commercial Lending Manager Bok, Oklahoma City. Mr. Funke has
been with BOk for 13 years.
Eugene A. Harris, age 54, is a director and Executive Vice President
of BOk and Manager of the Commercial Banking Division. Mr. Harris has
been with BOk for 16 years.
H. James Holloman, age 45, is President of BancOklahoma Trust Company,
the trust subsidiary of BOk. Mr. Holloman has been with BOk for 11
years.
George B. Kaiser, age 54, is Chairman of the Board of Directors of
both BOK Financial and BOk.
David L. Laughlin, age 44, Senior Vice President, Manager, BOk
Mortgage Division. Mr. Laughlin has been with BOk for 11 years.
Stanley A. Lybarger, age 47, is a director and President and Chief
Executive Officer of both BOK Financial and BOk. Mr. Lybarger has been
with BOk for 23 years.
John J. Rownak, age 50, is President an Chief Executive Officer of
Citizens National Bank of Arkansas, National Association (Bank of
Arkansas, National Association, effective with name change on May 1,
1997). Mr. Rownak has been President of BOK Financial's Bank of
Arkansas since 1995. Prior to that, Mr. Rownak was President and Chief
Operating Officer of Valley National Bank Tulsa, Oklahoma.
Norman W. Smith, age 50, is Executive Vice President of BOk and
Manager of the Consumer Banking Division. Mr. Smith has been with BOk
for five years. Previously, Mr. Smith was Senior Vice President,
Retail Banking, AMERITRUST Company, Cleveland, Ohio.
William E. Stahnke, age 50, is President and Chief Executive Officer
of First Texas Bank, Dallas, Texas ("First Texas"). BOK Financial
acquired First Texas on March 4, 1997. Mr. Stahnke has been President
of First Texas since 1987.
Wayne D. Stone, age 47, President BOk Oklahoma City Regional Office;
formerly Executive Vice President, BOk. Mr. Stone has been with BOk
since 1992. Mr. Stone was previously President and Chief Executive
Officer of Founders Bank and Trust Company, Oklahoma City.
Gregory K. Symons, age 44, Executive Vice President, BOk; formerly
Senior Vice President, Commercial Services, BOk; and Manager,
National/Regional Commercial Lending, BOk. Mr. Symons has been
employed by BOk for 19 years.
Tom E. Turner, age 57, is Chairman and Chief Executive Officer of
First National Bank of Park Cities, Dallas, Texas ("FNB Park Cities").
BOK Financial acquired FNB Park Cities on February 12, 1997. Mr.
Turner has been the Chief Executive Officer of FNB Park Cities since
1984.
James A. White, age 53, is a director of BOk and is Executive Vice
President, Chief Financial Officer and Treasurer of BOK Financial and
BOk. Mr. White became Chief Financial Officer of BOK Financial and BOk
in 1992.
Charles D. Williamson, age 50, is Executive Vice President of Capital
Markets of BOk. Mr. Williamson has been with BOk for four years.
Previously, Mr. Williamson was Manager of Investment Division, First
Interstate Bank of Arizona; and Manager of Investment Division, First
Interstate Bank of Oklahoma.
All executive officers serve at the pleasure of the Board of Directors.
Messrs. Lybarger, Turner and Stahnke have employment agreements which are
discussed below on page 14.
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth summary information concerning the
compensation of those persons who were, at December 31, 1996, (i) the Chief
Executive Officer and (ii) the four other most highly compensated executive
officers of the Company. These five officers are hereafter referred to
collectively as the "Named Executive Officers."
Summary Compensation Table(1)
Long Term
Annual Compensation Awards(2)
------------------------------ -----------------
Other
Name and Annual All Other
Principal Position Year Salary ($) Bonus ($) Compensa- Options/ Compensation
tion($) SARs(#) ($)(3)
- ------------------ ---- ---------- --------- -------- ------- ------------
Stanley A. 1996 $300,000 $60,000 $ 40,662 25,000 15,000
Lybarger President 1995 275,000 60,000 168 25,000 15,000
& Chief Executive 1994 254,120 55,000 -0- 25,750 15,215
Officer of BOK
Financial and BOk
Eugene A. Harris 1996 179,250 28,000 20,518 9,000 16,730
Executive Vice 1995 174,000 25,000 168 7,500 14,388
President, 1994 169,388 30,000 -0- 10,300 14,763
Commercial
Lending, BOk
Norman W. Smith 1996 163,000 33,000 34,411 11,000 14,100
Executive Vice 1995 157,000 33,000 500 9,000 13,611
President, 1994 150,000 35,000 -0- 10,300 11,163
Consumer Banking,
BOk
James A. White 1996 166,000 25,000 9,034 9,500 15,456
Executive Vice 1995 160,000 25,000 168 8,000 13,611
President and 1994 150,861 22,000 --- 10,300 13,863
Chief Financial
Officer BOK
Financial and BOk
Charles D. 1996 149,247 10,000 39,124(4) 2,500 13,717
Williamson 1995 146,500 30,000 168 3,000 11,866
Executive 1994 143,500 46,000 --- 5,000 11,838
Vice-President,
Capital Markets,
BOk
<PAGE>
(1) No Restricted Stock Awards or Long Term Incentive Plan payouts were made in
1994, 1995 or 1996 and therefore no columns are included for such items in
the Summary Compensation Table.
(2) After giving effect to November 18, 1993, November 17, 1994, November 27,
1995 and November 27, 1996 3% BOKF Common Stock Dividends Payable in Kind
in BOKF Common Stock.
(3) Amounts shown in this column are derived from the following: (i) Mr.
Lybarger, $9,000, 1994; $9,000, 1995; and $9,000, 1996 Company payment to
the defined benefit plan ("DBP"); $6,215, 1994; $6,000, 1995 and $6,000,
1996 - Company matching contributions to 401(K) Thrift Plan ("DCP"); (ii)
Mr. Harris, $9,749, 1994; $9,749, 1995; and $9,000, 1996 - DBP; $5,014,
1994; $4,639, 1995 and $6,000, 1996 - DCP; (iii) Mr. Smith, $9,749, 1994;
$10,957, 1995; and $10,500, 1996; - DBP; $1,414, 1994; $2,657, 1995; and
$3,600, 1996 - DCP; and (iv) Mr. White, $11,249, 1994; $11,249, 1995; and
$12,000, 1996 - DBP; $2,614, 1994; $2,362, 1995; and $3,456, 1996 - DCP;
and (v) Mr. Williamson $10,500, 1994, $9,522, 1995, and $9,327, 1996; -
DBP; $3,217, 1994, $2,344, 1995, and $2,511, 1996 - DCP.
(4) Commission income, $24,447; Stock Option Exercise Income, $14,677.
<PAGE>
The following table sets forth certain information concerning stock options
granted to the Named Executive Officers during the 1995 fiscal year.
OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
% of
Total
Options/
SARs
Granted to Exercise Grant Date
Options/SARs Employees or Base Present
Name Granted (#)(1) in Fiscal Price Expiration Value $(3)
- ----------------- ------------- ---------- ------- ---------- ----------
Stanley A. Lybarger 25,750 10.41% 23.83 (2) $259,389.82
Eugene A. Harris 9,270 3.75% 23.83 (2) $ 93,382.29
Norman W. Smith 11,330 4.58% 23.83 (2) $114,131.86
James A. White 9,785 3.96% 23.83 (2) $ 98,569.26
(1) Granted pursuant to 1996 Awards under BOKF 1994 Stock Option Plan. After
giving effect to November 27, 1996 3% dividend on BOKF Common Stock payable
in kind of BOKF Common Stock.
(2) One-seventh of the options granted pursuant to 1996 Awards under the BOKF
1994 Stock Option Plan vest and become exercisable on October 11 of each
year, commencing October 11, 1997. Vested options are exercisable only
during the three year period commencing on the vesting date.
(3) Present value at date of grant is based on the Black-Scholes Option Pricing
Model adopted for use in valuing executive stock options based on the
following assumptions: 10% volatility factor; $27.00 underlying price;
$23.83 option price; 5.0% risk free rate of return; and no dividends. The
actual value, if any, an executive may realize will depend on the excess of
the stock price over the exercise price on the date the option is
exercised, so there is no assurance the value realized by the named
executive will be at or near the value estimated by the Black-Scholes
Model.
The following table sets forth certain information concerning the exercise
of stock options by the Named Executive Officers during fiscal 1996 and the 1996
fiscal year-end value of unexercised options.
<PAGE>
AGGREGATED OPTION/SAR EXERCISES IN
LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES
Value of
Number of Unexercised
Unexercised In the Money
Shares Optionis/SARs Options/SARs at
Acquired Value at FY-End (#) FY-End ($)(1)
On Exercise Realized Exercisable/ Exercisable/
Name (#) ($)(1) Unexercisable Unexercisable
- ------- ----------- -------- -------------- ---------------------
Stanley A. Lybarger -0- $ -0- 30,551/89,277 266,015.39/573,966.12
Eugene A. Harris -0- -0- 13,780/34,726 122,484.71/231,596.88
Norman W. Smith -0- -0- 12,393/38,110 102,021.62/247,222.96
James A. White -0- -0- 12,407/34,235 103,212.60/216,478.61
Charles D. Williamson -0- -0- 9,192/17,501 83,765.07/130,590.56
(1) Values are calculated by subtracting the exercise or base price from the
fair market value of the stock as of the exercise date or fiscal year-end,
as appropriate.
An employment agreement is in effect between BOk and Mr. Lybarger.
Generally, the agreement provides that Mr. Lybarger will continue to be employed
in his present position and at his current rate of compensation. BOk may
terminate the employment agreement and be liable for termination benefits not to
exceed regular compensation and benefit coverage for twelve months (with
termination benefits to be reduced by the amount of compensation received by Mr.
Lybarger from other sources during the seventh through twelfth months after
termination). In the event of a change of control of BOk, as defined in the
employment agreement, then Mr. Lybarger has the option, for a period of six
months after the change of control, to resign and receive the same termination
benefits as described in the preceding sentence in the event of termination by
BOk.
An employment agreement is in effect between FNB Park Cities and Mr.
Turner. Generally, the agreement provides that Mr. Turner will be employed by
FNB Park Cities for three years at his existing level of compensation and that,
upon termination of the agreement, Mr. Turner will not compete with FNB Park
Cities in the Dallas-Ft. Worth area for an additional two years during which Mr.
Turner will be paid one-half his base salary.
An employment agreement is in effect between First Texas and Mr. Stahnke.
Generally, the agreement provides that Mr. Stahnke will be employed by First
Texas for three years at his existing level of compensation and that, upon
termination of the agreement, Mr. Stahnke will not compete with First Texas in
the Dallas-Ft. Worth area for an additional two years during which Mr. Stahnke
will be paid one-half his base salary.
<PAGE>
REPORT ON EXECUTIVE COMPENSATION
The Company does not have a formally designated compensation committee.
Compensation of the executive officers other than Mr. Lybarger has in practice
been determined by Mr. Lybarger, the President and Chief Executive Officer, and
Mr. Kaiser, the Chairman of the Board. Messrs. Kaiser and Lybarger are directors
of the Company and are herein sometimes referred to collectively as the
"Informal Compensation Committee." The Company has compensated its executive and
other officers through a combination of annual salary, bonuses, pension plans
and stock options designed to attract and retain quality management and reward
long term performance of the Company.
With respect to the 1996 fiscal year, the compensation paid executive
officers was based on the evaluation by the Informal Compensation Committee of
the performance of the Company and the performance of the individual officer
(except that the evaluation of and compensation of Mr. Lybarger was determined
solely by Mr. Kaiser). The cash and noncash compensation awarded the executive
officers was based on the performance of the Company in meeting the corporate
goals established for business development, expansion of market coverage,
financial achievement and other areas. The responsibility of each executive
officer for the various established corporate goals and the performance in
meeting those goals were considered in establishing executive compensation.
The foregoing report on executive compensation is made by Messrs. Kaiser
and Lybarger.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
As stated above under "Report On Executive Compensation", the Company does
not have a formally designated compensation committee and Messrs. Kaiser and
Lybarger in practice determine compensation of the executive officers.
<PAGE>
SHAREHOLDER RETURN PERFORMANCE GRAPH
The BOKF Common Stock (with non-detachable rights to purchase fifteen
additional BOKF Common shares at $0.054625 per share) was registered pursuant to
the Securities Exchange Act of 1934 and listed for trading on NASDAQ on
September 5, 1991. The BOKF shares traded with the rights attached through
October 28, 1991. The BOKF shares traded ex-rights from and after the opening of
trading on October 29, 1991. Set forth below is a line graph comparing the
change in cumulative shareholder return on the Common Stock of BOK Financial
against the cumulative total shareholder return of the NASDAQ Index, the NASDAQ
Bank Index, and the KBW 50 Bank Index for the period commencing October 29, 1991
and ending December 31, 1996.
10-29-91 12-31-91 12-31-92 12-31-93 12-31-94 12-31-95 12-31-96
-------- -------- -------- -------- -------- -------- --------
BOKF $100.00 $138.69 $229.37 $271.96 $226.36 $227.32 $324.20
NASDQ Bank Stocks 100.00 107.33 156.22 178.16 177.51 264.38 349.47
KBW 50 Bank 100.00 100.75 128.37 135.48 128.58 205.93 291.30
NASDAQ (CRSP U.S.
Company) 100.00 110.23 128.29 147.27 143.95 203.57 250.41
* Graph assumes value of an investment in the Company's Common Stock for each
index was $100 on October 29, 1991. A one for 100 reverse split was
effected at the opening on December 17, 1991. The KBW 50 Bank index is the
Keefe, Bruyette & Woods, Inc. index, which is available only for calendar
quarter end periods. The October 29, 1991 KBW Index is extrapolated, based
on the performance of the NASDAQ Bank Stocks Index, from September 30 to
October 29. No dividends were paid on BOK Financial Common Stock except (i)
on November 18, 1993, the Company paid a 3% dividend on BOK Financial
Common Stock outstanding as of November 9, 1993 payable in kind by the
issuance of BOK Financial Stock, (ii) on November 17, 1994, the Company
paid a 3% dividend on BOK Financial Common Stock outstanding as of November
8, 1994 payable in kind by the issuance of BOK Financial Common Stock,
(iii) on November 27, 1995, the Company paid a 3% dividend on BOK Financial
Common Stock outstanding as of November 17, 1995 payable in kind by the
issuance of BOK Financial Common Stock, and (iv) on November 27, 1996, the
Company paid a 3% dividend on BOK Financial Common Stock outstanding as of
November 18, 1996 payable in kind by the issuance of BOK Financial Common
Stock.
<PAGE>
INSIDER REPORTING
Except as noted below, all directors, officers and principal shareholders
of the Company timely filed all reports required by Section 16(a) of the
Securities Exchange Act of 1934 during 1995 and the subsequent period through
the date of this Proxy Statement. In preparing this report, the Company has
relied on forms and representations submitted to the Company, as permitted by
the regulations of the United States Securities and Exchange Commission. Mr.
Smith, inadvertently omitted to report the acquisition of 619 shares of BOKF
Common Stock in June, 1996 until August, 1996.
CERTAIN TRANSACTIONS
Certain principal shareholders, directors of the Company and their
associates were customers of and had loan transactions with BOK Financial or its
subsidiaries during 1996. None of them currently outstanding are classified as
nonaccrual, past due, restructured or potential problem loans. All such loans
(i) were made in the ordinary course of business, (ii) 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 (iii)
did not involve more than normal risk of collectibility or present other
unfavorable features at the time the loans were made.
BOk has acquired certain personal computers and software from
Kaiser-Francis Oil Company ("KFOC"), a corporation affiliated with Kaiser. All
such purchases were made at KFOC's actual cost, plus shipping and sales tax, and
were acquired by BOk through KFOC to obtain price savings from other sources.
BOK Financial has purchased limited partnership interests in an Oklahoma limited
partnership of which KFOC is the general partner. The limited partnership has
acquired certain producing oil and gas properties from KFOC for an aggregate
purchase price of approximately $54.4 million, with approximately ninety percent
(90%) of the purchase price being financed on a non-recourse basis by KFOC over
a period of years. BOK Financial owns 95% of the partnership until all
acquisition debt is paid and 5% thereafter. During April 1991, BOk sold to
Kaiser and related business entities certain loans, repossessed real estate and
the rights to future recoveries on certain charge-offs. Recoveries collected by
BOk and paid to Kaiser were $3.5 million. On March 4, 1997, Kaiser Financial
Corporation (an affiliate of Mr. Kaiser) purchased from BOK Financial at face
value a $20 million Subordinated Debenture. BOk leases office space in office
buildings owned by Mr. Kaiser and affiliates in 1996.
All transactions described above between BOKF or a subsidiary and Kaiser or
a related entity were approved in advance by a majority of the entire board of
BOk (Mr. Kaiser not voting), after review by the Chief Financial Officer who
then made a report of his review to the Board of Directors of BOk.
<PAGE>
INDEPENDENT PUBLIC ACCOUNTANTS
Ernst & Young LLP, independent public accountants, has been reappointed by
the Board of Directors of the Company as independent auditors for the Company to
examine and report on its financial statements for 1997. Ernst & Young LLP have
been auditors of the accounts of the Company since its inception on October 24,
1990. Representatives of Ernst & Young LLP are expected to be present at the
Shareholders' Annual Meeting, with the opportunity to make a statement if they
desire to do so, and will be available to respond to appropriate questions.
PROPOSALS OF SHAREHOLDERS
The Board of Directors will consider proposals of shareholders intended to
be presented for action at the Annual Meeting of Shareholders. According to the
rules of the Securities and Exchange Commission, such proposals shall be
included in the Company's Proxy Statement if they are received in a timely
manner and if certain other requirements are met. For a shareholder proposal to
be included in the Company's Proxy Statement relating to the 1998 Annual
Shareholders' Meeting, a written proposal complying with the requirements
established by the Securities and Exchange Commission must be received at the
Company's principal executive offices, located at Bank of Oklahoma Tower, Tulsa,
Oklahoma 74172, no later than December 9, 1997.
OTHER MATTERS
Management does not know of any matters to be presented for action at the
meeting other than those listed in the Notice of Meeting and referred to herein.
If any other matters properly come before the meeting, it is intended that the
Proxy solicited hereby will be voted in accordance with the recommendations of
the Board of Directors.
COPIES OF THE ANNUAL REPORT ON FORM 10-K AND OTHER DISCLOSURE STATEMENTS
FOR BOK FINANCIAL CORPORATION MAY BE OBTAINED WITHOUT CHARGE TO THE SHAREHOLDERS
BY WRITING TO THE CHIEF FINANCIAL OFFICER, BOK FINANCIAL CORPORATION, P. O. BOX
2300, TULSA, OKLAHOMA 74192.
BOK-PROX.97
