As filed with the Securities and Exchange Commission on August 1, 1997
Registration No. _____________________
FORM S-8 AND FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
BOK FINANCIAL CORPORATION
(exact name of registrant as specified in its charter)
Oklahoma 73-1373454
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
Bank of Oklahoma Tower, Tulsa, Oklahoma 74172
(Address of Principal Executive Offices) (Zip code)
BOK Financial Corporation 1997 Stock Option Plan
(Full Title of Plan)
Frederic Dorwart
Old City Hall
124 East Fourth Street
Tulsa, Oklahoma 74103-5010
(Name and Address of agent for service)
(918) 583-9922
(Telephone number, including area code, of agent for service)
Calculation of Registration Fee
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Title of Amount to Proposed Maximum Proposed Maximum Amount
Securities be registered offering price per aggregate of
to be unit offering price registration fee
Registered
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Common Stock,
$0.00006 par 900,000 $38.001 $34,200,000 (1) $10,364
value
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement covers an indeterminate amount of interests to be offered
or sold pursuant to the employee benefit plan described herein.
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(1) Estimated for purpose of calculating registration fee.
<PAGE>
EXPLANATORY NOTE
This Registration Statement has been prepared in accordance with the
requirements of Form S-8 to register interests in the BOK Financial Corporation
1997 Stock Option Plan (the "BOKF 1997 Plan") and Common Stock of BOK Financial
Corporation offered pursuant to the BOKF 1997 Plan. Under cover of this Form S-8
is a Reoffer Prospectus prepared in accordance with the requirements of Part I
of Form S-3. The S-3 Reoffer Prospectus may be utilized for reofferings of BOK
Financial Corporation Common Stock acquired by certain Selling Shareholders
through participation in the BOKF 1997 Plan. The identity of the Selling
Shareholders and the amount to be reoffered is unknown as of the date of this
Registration Statement. The Reoffer Prospectus will be supplemented as the names
of the Selling Shareholders and the amounts reoffered by such individuals become
known.
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BOK FINANCIAL CORPORATION
FORM S-8
CROSS REFERENCE SHEET SHOWING LOCATION
OF INFORMATION REQUIRED BY ITEMS OF PART I OF FORM S-3
ITEMS OF PART I OF FORM S-3 HEADINGS IN PROSPECTUS
1. Forepart of Registration Forepart and Outside Front Cover
Statement and Outside Front Page
Cover Page of Prospectus
2. Inside Front and Outside Inside Front Cover Page; Available
Back Cover Pages of Information; Incorporation of
Prospectus Certain Information by Reference;
Table of Contents
3. Summary Information; Cover Page; Summary Information
Risk Factors; and Ratio of
Earnings to Fixed Charges
Risk Factors
4. Use of Proceeds
Not Applicable -- See Cover Page of Prospectus
5. Determination of Offering Price Cover Page; Summary Information
6. Dilution
Dilution
7. Selling Security Holders Selling Shareholders
8. Plan of Distribution Selling Shareholders
9. Description of Securities
Not Applicable
to be Registered
10. Interests of Named Legal Matters; Experts
Experts and Counsel
11. Material Changes Not Applicable
12. Incorporation of Certain Information Incorporation of Certain
by Reference Information by Reference
13. Disclosure of Commission Position on Indemnification of Directors and
Indemnification for Securities Act Officers
Liabilities
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REOFFER PROSPECTUS DATED AUGUST 1, 1997
OFFER TO SELL COMMON STOCK, $0.00006 PAR VALUE
OF
BOK FINANCIAL CORPORATION
BY
CERTAIN SELLING SHAREHOLDERS
This Reoffer Prospectus relates to 900,000 shares of Common Stock,
$0.00006 par value, of BOK Financial Corporation ("BOK Financial") which may be
offered from time to time by any or all of certain BOK Financial shareholders
(the "Selling Shareholders") who acquired BOK Financial Common Stock through
participation in the BOK Financial Corporation 1997 Stock Option Plan (the "BOKF
1997 Plan"). The identity of such Selling Shareholders and the amount to be
reoffered are unknown as of the date of this Reoffer Prospectus. This Reoffer
Prospectus will be supplemented as the names and the amounts intended to be
resold become known. It is anticipated that the Selling Shareholders will offer
BOK Financial Common Stock for sale at the prevailing price in the
over-the-counter market on the date of sale.
BOK Financial Common Stock is currently traded in the over-the-counter
market and listed on the National Association of Securities Dealers Automated
Quotation System ("NASDAQ") under the symbol "BOKF". The high and low BOKF
Common Stock closing bid prices on NASDAQ for the period June 15, 1997 through
July 30, 1997, were $38.50 and $31.75, respectively. On July 28, 1997, the last
trading date for which quotations were available at the time of printing this
Reoffer Prospectus, the closing bid price for BOKF Common Stock as reported by
NASDAQ was $38.50. The above prices represent inter-dealer prices, without
retail mark-up, mark-down or commission and may not necessarily represent actual
transactions.
BOK Financial will receive no part of the proceeds of sales made by the
Selling Shareholders. All expenses in connection with the registration of this
offering are being borne by BOK Financial, but all selling and other expenses
incurred by individual Selling Shareholders will be borne by such Selling
Shareholders.
The Selling Shareholders and any broker executing selling orders on
behalf of the Selling Shareholders may be deemed to be an "underwriter" within
the meaning of the Securities Act of 1933 as amended (the "Securities Act"), in
which event commissions received by such broker may be deemed to be underwriting
commissions under the Securities Act.
THE SECURITIES OFFERED BY THIS PROSPECTUS INVOLVE A RISK OF LOSS.
SEE "RISK FACTORS".
THE SECURITIES OFFERED HEREBY HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
<PAGE>
TABLE OF CONTENTS
Page
Available Information.......................................3
Summary Information.........................................4
Risk Factors................................................4
Dilution....................................................6
Selling Shareholders........................................6
Incorporation of Certain Information by Reference...........7
Legal Matters...............................................7
Experts.................................................... 8
Indemnification of Officers and Directors...................8
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NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH THE OFFER
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY BOK FINANCIAL OR THE SELLING SHAREHOLDERS OR
ANY OTHER PERSON. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY ACCEPTANCE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE AFFAIRS OF BOK FINANCIAL SINCE THE RESPECTIVE DATES AS OF
WHICH INFORMATION IS GIVEN HEREIN. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER
TO ISSUE ANY SECURITIES OTHER THAN THE SECURITIES COVERED BY THIS PROSPECTUS, BY
BOK FINANCIAL OR ANY SELLING SHAREHOLDER OR ANY OTHER PERSON. THIS PROSPECTUS
DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, ANY
SUCH SECURITIES BY BOK FINANCIAL OR ANY SELLING SHAREHOLDER OR ANY OTHER PERSON
IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE ANY SUCH OFFER
OR SOLICITATION. THE OFFER IS NOT BEING MADE TO, NOR WILL ACCEPTANCES OF THE
OFFER BE ACCEPTED FROM OR ON BEHALF OF, PERSONS RESIDING IN ANY JURISDICTION IN
WHICH THE MAKING OF THE OFFER OR ACCEPTANCE THEREOF WOULD NOT BE IN COMPLIANCE
WITH THE LAWS OF SUCH JURISDICTION.
AVAILABLE INFORMATION
BOK Financial is subject to the informational requirements of the
Securities Exchange Act of 1934 ("Exchange Act") and, in accordance therewith,
files reports, proxy statements, and other information with the Commission. The
reports, proxy statements and other information filed by BOK Financial can be
inspected and copied at the office of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at its Forth Worth Regional Office at 503 U.S.
Courthouse, 10th and Lamar Streets, Forth Worth, Texas 76102. Copies of such
material can also be obtained at prescribed rates by writing to the Securities
and Exchange Commission, Public Reference Section, Room 1024, 450 Fifth Street,
N.W., Washington, D.C. 20549.
A Registration Statement has been filed with the Commission under the
Securities Act of 1933, with respect to the BOKF 1997 Plan and with respect to
Common Stock of BOK Financial offered to participants in the BOKF 1997 Plan.
This Reoffer Prospectus does not contain all the information set forth in the
Registration Statement. For further information with respect to BOK Financial,
the BOKF 1997 Plan, and securities which may be acquired under the terms of the
BOKF 1997 Plan, reference is made to such Registration Statement, including the
exhibits thereto. Additional updating information with respect to BOK Financial
may be provided in the future by means of supplements or appendices to this
Reoffer Prospectus.
BOK Financial will provide without charge to each person to whom this
Reoffer Prospectus is delivered, upon written or oral request of such person, a
copy of any and all of the information that has been or may be incorporated
herein by reference (not including exhibits to documents incorporated by
reference unless such exhibits are specifically incorporated by reference into
such documents). Requests for the foregoing materials should be made to:
James A. White
Bank of Oklahoma Tower
Suite 900
Tulsa, Oklahoma 74172
(918) 588-6416
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SUMMARY INFORMATION
BOK Financial
BOK Financial was incorporated under the laws of the State of Oklahoma
on October 24, 1990. BOK Financial is a multi-bank holding company subject to
the Bank Holding Company Act of 1956 as amended. The banking subsidiaries of BOK
Financial are Bank of Oklahoma, National Association ("BOk"), Bank of Arkansas
National Association (Fayetteville, Rogers and Springdale, Arkansas), First
National Bank of Park Cities (Dallas, Texas), and First Texas Bank (Dallas,
Texas). George B. Kaiser ("Kaiser"), the organizing shareholder of BOK
Financial, owns approximately 76% of all outstanding BOK Financial Common Stock.
BOK Financial acquired BOk on June 7, 1991. The principal executive offices of
BOK Financial are:
BOK FINANCIAL CORPORATION
P.O. Box 2300
Tulsa, OK 74192
(918) 588-6000
GENERAL INFORMATION AND SUMMARY
Certain key employees ("Participants") of BOK Financial, Bank of
Oklahoma, National Association and its affiliates and subsidiaries are entitled
to participate in the BOKF 1997 Plan. This Reoffer Prospectus relates to the
offer (the "Offer") of BOK Financial Common Stock which was initially acquired
by the Participants through exercise of stock options granted pursuant to the
BOKF 1997 Plan.
It is anticipated that the Selling Shareholders will offer shares for
sale at prevailing prices in the over-the-counter market on the date of sale.
BOK Financial will receive no part of the proceeds of sales made hereunder. All
expenses in connection with the registration of the offering are being borne by
BOK Financial, but all selling and other expenses (excluding the expenses of
registration in connection with the Offer) will be borne by the individual
Selling Shareholders.
RISK FACTORS
THE COMMON STOCK OF BOK FINANCIAL OFFERED BY THIS PROSPECTUS INVOLVES A
RISK OF LOSS. BOK Financial Common Stock should be purchased only by investors
who can afford the loss of their investment. Each prospective investor should
carefully consider, among other things, the following:
1. Operating History
BOK Financial was formed on October 24, 1990 and began operations as a
bank holding company on June 7, 1991. BOK Financial acquired BOk on June 7,
1991. As a bank holding company, the profitability of BOK Financial will depend
on the results of operations of its subsidiaries. Kaiser owns approximately 76%
of the BOKF Common Stock and substantially all of the BOK Financial Series A
Preferred Stock. Kaiser is Chairman of the Board of BOK Financial. The future
results of BOK Financial will depend, in a significant way, on the management
decisions of Kaiser. Prior to June 7, 1991, Kaiser had not been a controlling
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shareholder or chief executive officer of a bank or bank holding company and the
principal business of Kaiser had been the acquisition and disposition of oil and
gas reserves and oil and gas exploration and production. Kaiser will continue to
devote a substantial amount of his time and efforts to his oil and gas and other
non-banking businesses.
2. Dividend Policy
The present policy of BOK Financial is to retain earnings for capital
and future growth. BOK Financial management has no current plans to recommend
payment of cash dividends on BOKF Common Stock. Furthermore, for the foreseeable
future, the principal sources of income of BOK Financial will be from the
operations of its subsidiary banks. No assurance can be given that the earnings
of BOK Financial's subsidiaries will permit the payment of dividends to BOK
Financial. No dividends can be paid on BOKF Common Stock until all dividends
accrued on the BOKF Series A Preferred Stock have been paid. Dividends on the
BOKF Series A Preferred Stock accrue at the annual amount of $1.5 million in the
aggregate and are payable quarterly. By mutual agreement of Kaiser, the other
holders of the BOKF Series A Preferred Stock (two present employees and one
former employee of affiliates of Kaiser) and BOK Financial, dividends on the
BOKF Series A Preferred Stock have been paid to date by the issuance of BOKF
Common Stock in lieu of cash.
3. Regional and National Economies
BOK Financial is largely dependent on the Oklahoma regional economy.
The business of BOK Financial, by its nature, is subject to risks, particularly
in volatile economic times. The Oklahoma regional economy is affected by
national and international economic and political events. BOK Financial cannot
predict the future effect of such factors.
4. Competition; Lending Risks
The banking industry in Oklahoma is increasingly highly competitive.
BOk competes with 339 banks located in Oklahoma, some of which are major
national and regional banks. BOK Financial also competes with other significant
institutions which provide financial services in its market. BOK Financial is
subject to the competitive impact of state and federal legislation relating to
the geographic and product deregulation of the banking and financial services
industry. The risk of nonpayment (or deferred payment) of loans is inherent in
commercial banking. The focus upon Oklahoma in general and Tulsa and Oklahoma
City in particular makes BOK Financial dependent upon the economic conditions in
those areas.
5. Dependence on Key Personnel
The businesses of BOK Financial are service-oriented and their success
will depend to a large degree upon the services of key personnel. There can be
no assurance of the future ability of BOK Financial to attract and retain such
services.
6. Monetary Policy and Economic Conditions
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The operating and net income of BOK Financial will depend to a great extent
on net interest margins; that is, the difference between (i) the interest rate
the bank receives fromearning assets such as loans and investment securities and
(ii) the interest rate paid on interest-bearing liabilities such as deposits.
These rates are highly sensitive to many factors that are beyond the control of
BOK Financial, including general economic conditions and the policies of various
governmental and regulatory authorities.
7. Government Regulation
The operations of BOK Financial are and will be affected by current and
future legislation and by the policies established from time to time by various
federal and state regulatory authorities. In particular, the monetary policies
of the Board of Governors of the Federal Reserve System ("Reserve Board") have
had a significant effect on the operating results of commercial banks in the
past and are expected to continue to do so in the future. Among the instruments
of monetary policy used by the Reserve Board to implement its objectives are
changes in the discount rate charged on bank borrowings and changes in the
reserve requirements on bank deposits. It is not possible to predict what
changes, if any, will be made to the monetary policies of the Reserve Board or
to existing federal and state legislation or the effect that such changes may
have on the future business and earnings prospects of BOK Financial.
8. Liquidation Preference of Preferred Stock
In the event of the liquidation of BOK Financial, the BOKF Series A
Preferred Stock has a liquidation preference value of $0.06 per share, plus the
amount of all accrued and unpaid dividends. Substantially all of the 250,000,000
issued shares of BOKF Series A Preferred Stock are owned by Kaiser. Additional
preferred stock may be issued in the future. The holders of BOKF Common Stock
will receive no distributions in the event of a liquidation unless all amounts
due the holders of the preferred stock are first paid in full. See DESCRIPTION
OF CAPITAL STOCK-BOKF PREFERRED STOCK.
9. Public Trading Market for BOKF Common Stock
The BOKF Common Stock is traded on the facilities of NASDAQ under the
trading symbol "BOKF". Kaiser and officers and directors of BOK Financial and
BOk own approximately 85% of the outstanding BOKF Common Stock which may tend to
depress the market price and limit liquidity. There is no assurance that
significant amounts of BOKF Common Stock could be sold other than over an
extended period of time.
These and other factors make an equity interest in BOK Financial
subject to a risk of loss.
DILUTION
Kaiser is the principal shareholder of BOK Financial. Kaiser owns
approximately 76% of all BOK Financial Common Stock, without taking into account
BOK Financial Common Stock which may be issued pursuant to the BOK Financial
Series A Preferred Stock, the BOK Master Thrift Plan and Trust Agreement, the
BOKF 1991 Special Stock Option Plan, the BOKF 1992 Stock Option Plan, the BOKF
1993 Stock Option Plan, the BOKF 1994 Stock Option Plan, or the BOKF 1997 Stock
Option Plan. Kaiser may purchase additional shares of BOK Financial
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<PAGE>
Common Stock or preferred stock, at any time, at a fair price determined at the
time of purchase. The Series A Preferred Stock is convertible into Common Stock
at the ratio of one (1) share of Common Stock for each eighty-nine (89) shares
of Series A Preferred Stock. Additional purchases of BOK Financial Common Stock
or preferred stock by Kaiser and conversion of the BOK Financial Series A
Preferred Stock to Common Stock would increase the percentage ownership of
Kaiser.
The exercise of options granted pursuant to the BOKF 1992 Stock Option
Plan, the BOKF 1993 Stock Option Plan, the BOKF 1994 Plan and the BOKF 1997
Stock Option Plan may result in a dilution in value per share of BOK Financial
Common Stock outstanding prior to the exercise of such options. Options to
purchase 900,000 shares of BOK Financial Common Stock may be issued pursuant to
the BOKF 1997 Plan. The BOKF 1997 Plan options will be exercisable at a price
equal to the average of the mid-points between the highest price and the lowest
price at which trades occurred (or, in the event of a single trade, the price of
such trade) for BOKF Common Stock on NASDAQ on the sixty (60) trading days on
which at least one trade actually occurs immediately preceding the date of the
Award Letter (the "Option Price"). Participants may exercise the options within
three years of the date the options vest and each Participant's options vest
over seven (7) years at the rate of 14.286% per year. Thus, certain of the BOKF
1997 Plan options will not expire until December 1, 2009. Options to purchase
144,293 shares at $13.33 per share may be exercised pursuant to the BOKF 1992
Special Stock Option Plan. Options to purchase 190,399 shares at $21.37 per
share may be exercised pursuant to the BOKF 1993 Stock Option Plan. Options to
purchase 692,015 shares at a weighted average exercise price of $20.23 per share
may be exercised pursuant to the BOKF 1994 Stock Option Plan.
SELLING SHAREHOLDERS
The shares being offered herein are shares of BOK Financial Common
Stock originally acquired through the exercise of stock options granted pursuant
to the BOKF 1997 Plan. At the time of filing this Reoffer Prospectus, the names
of the Selling Shareholders and the amount of Common Stock to be reoffered under
this Reoffer Prospectus are unknown. As the Selling Shareholders' names and
amount of Common Stock to be reoffered become known, BOK Financial will
supplement this Reoffer Prospectus.
The Selling Shareholders may sell shares of BOK Financial Common Stock
in any of the following ways: (i) through dealers; (ii) through agents; or (iii)
directly to one or more purchasers. The distribution of the shares of BOK
Financial Common Stock may be effected from time to time in one or more
transactions in the over-the-counter market, in transactions other than in the
over-the-counter market, or a combination of such transactions. Any such
transaction may be effected at market prices prevailing at the time of sale, at
prices related to such prevailing market prices, or at negotiated or fixed
prices. The Selling Shareholders may effect such transactions by selling shares
of BOK Financial Common Stock to or through broker-dealers, and such
broker-dealers may receive compensation in the form of discounts, concessions or
commissions from the Selling Stockholders and/or commissions from purchasers of
shares of BOK Financial Common Stock for whom they may act as agent. The Selling
Shareholders and any broker-dealers or agents that participate in the
distribution of shares of BOK Financial Common Stock by them might be deemed to
be underwriters, and any discounts, commissions
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or concessions received by any such broker-dealers or agents might be deemed to
be underwriting discounts and commissions, under the Securities Act of 1933.
There can be no assurances that any of the Selling Shareholders will
sell any or all of the shares of BOK Financial Common Stock offered by them
hereunder.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
BOK Financial has registered its Common Stock under Section 12(g) of
the Securities Exchange Act of 1934 (the "Exchange Act"), effective August 13,
1991, and is currently subject to the informational requirements of the Exchange
Act. BOK Financial has been subject to the reporting requirements of the
Exchange Act since August 13, 1991, and, therefore, BOK Financial filed its
first annual report on Form 10-K for the year ending December 31, 1991. The
following documents have been filed with the Securities Exchange Commission
("Commission") by BOK Financial and are hereby incorporated by reference:
(a) 1996 Annual Report on Form 10-K filed with the Commission on March
27, 1997.
(b) 1997 Quarterly Report on Form 10-Q filed with the Commission on
May 15, 1997.
(c) The description of BOK Financial's capital stock contained on page
2 in Registration Statement on Form 10, as amended by filings on
Form 8, filed under the Exchange Act (Registration No. 0-19341),
including any amendment or report filed for the purpose of
updating such description.
All documents subsequently filed by BOK Financial pursuant to Section
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered under this
Reoffer Prospectus have been sold or which deregisters all securities then
remaining unsold specifically including, but not limited to the Annual Report on
Form 10-K for the year ending December 31, 1996, shall be deemed to be
incorporated by reference in this Reoffer Prospectus and to be a part hereof
from the date of filing such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Reoffer Prospectus to the extent that a statement contained
herein, or in any other subsequently filed document that also is or is deemed to
be incorporated by reference herein, modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Reoffer Prospectus.
LEGAL MATTERS
Frederic Dorwart has rendered an opinion to BOK Financial (which is
filed as an exhibit to the Form S-8 Registration Statement of which this Reoffer
Prospectus is a part) to the effect that the BOK Financial Common Stock
registered under the Form S-8 Registration Statement
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will, when sold, be validly issued, fully paid, and nonassessable. Frederic
Dorwart is Secretary of and General Counsel to BOK Financial and BOk.
EXPERTS
The consolidated financial statements of BOK Financial Corporation
incorporated by reference in BOK Financial Corporation's Annual Report (Form
10-K) for the year ended December 31, 1996 have been audited by Ernst & Young,
independent auditors, as set forth in their report therein and incorporated
herein by reference. Such consolidated financial statements is incorporated
herein by reference in reliance upon such report given upon the authority of
such firm as an expert in accounting and auditing.
INDEMNIFICATION OF OFFICERS AND DIRECTORS
Pursuant to Article VI of BOK Financial's By-laws, BOK Financial shall
indemnify its directors and officers against (i) expenses incurred or paid by
him in connection with any claim made against him, or any actual or threatened
action, suit or proceeding in which he is involved by reason of his status as an
officer or director or by reason of any action taken or not taken by him in such
capacity, and (ii) any amounts paid by him in settlement or by judgment in
connection with such claim, action, suit or proceeding. However, an officer or
director of BOK Financial shall be indemnified only if he acted in good faith
for a purpose which he reasonably believed to be in the best interests of BOK
Financial and only to the extent permitted by the Oklahoma Business Corporation
Act.
BOK Financial has purchased insurance against certain costs of
indemnification of its officers and directors.
Insofar as the indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The documents listed below are incorporated by reference into this
Registration Statement:
(a) 1996 Annual Report on Form 10-K filed with the Commission on
March 27, 1997.
(b) 1997 Quarterly Report on Form 10-Q filed with the Commission
on May 15, 1997.
(c) The description of BOK Financial's capital stock contained on
page 2 in Registration Statement on Form 10, as amended by
filings on Form 8, filed under the Exchange Act (Registration
No. 0-19341), including any amendment or report filed for the
purpose of updating such description.
All documents subsequently filed by BOK Financial pursuant to Section
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered under the
Reoffer Prospectus have been sold or which deregisters all securities then
remaining unsold specifically including, but not limited to the Annual Report on
Form 10-K for the year ending December 31, 1996, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
LEGAL MATTERS
Frederic Dorwart, Frederic Dorwart, Lawyers, Tulsa, Oklahoma, has
rendered an opinion to BOK Financial (which is filed as an exhibit to this Form
S-8 Registration Statement) to the effect that the BOK Financial Common Stock
registered under the Form S-8 Registration Statement will, when sold, be validly
issued, fully paid, and nonassessable. Frederic Dorwart is Secretary of and
General Counsel to BOK Financial.
EXPERTS
The consolidated financial statement of BOK Financial Corporation
incorporated by reference in BOK Financial Corporation's Annual Report (Form
10-K) for the year ended December 31, 1996 have been audited by Ernst & Young,
independent auditors, as set forth in their report therein and incorporated
herein by reference. Such consolidated financial statement
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is incorporated herein by reference in reliance upon such report given upon the
authority of such firm as an expert in accounting and auditing.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Pursuant to Article VI of BOK Financial's By-laws, BOK Financial shall
indemnify its directors and officers against (i) expenses incurred or paid by
him in connection with any claim made against him, or any actual or threatened
action, suit or proceeding in which he is involved by reason of his status as an
officer or director or by reason of any action taken or not taken by him in such
capacity, and (ii) any amounts paid by him in settlement or by judgment in
connection with such claim, action, suit or proceeding. However, an officer or
director of BOK Financial shall be indemnified only if he acted in good faith
for a purpose which he reasonably believed to be in the best interests of BOK
Financial and only to the extent permitted by the Oklahoma Business Corporation
Act.
BOK Financial has purchased insurance against certain costs of
indemnification of its officers and directors.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
EXHIBIT NUMBER DESCRIPTION OF EXHIBITS
4.0 BOK Financial Corporation 1997 Stock Option Plan.
5.0 Opinion of Frederic Dorwart, Lawyers, regarding whether
the Common Stock registered herein, when sold, will be
legally issued, fully paid, and non-assessable.
23.0 Consent of Frederic Dorwart, Lawyers (included in the
opinion filed as exhibit 5.0).
23.1 Consent of Ernst & Young LLP
24 Power of Attorney. See pages II-9 through II-10.
99.0 1996 Annual Report on Form 10-K filed with the Commission on
March 27, 1997 is incorporated herein by this reference.
99.1 1997 Quarterly Report on Form 10-Q filed with
the Commission on May 15, 1997 is incorporated herein by
this reference.
99.2 The description of BOK Financial's capital stock
contained on page 2 in Registration Statement on Form 10, as
amended by filings on Form 8, filed under the Exchange Act
(Registration No.
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0-19341), including any amendment or report filed for the
purpose of updating such description is incorporated herein
by this reference.
ITEM 9. UNDERTAKINGS
(a) BOK Financial undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933, to the extent such
information is not contained in periodic reports filed
by BOK Financial pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
Registration Statement, to the extent such information
is not contained in periodic reports filed by BOK
Financial pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act;
(iii)To include any material information with respect to the
plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new Registration Statement relating
to the securities offered therein, and the offering of such
securities at that time shall be deemed to be an initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) BOK Financial hereby further undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to section 13(a) or
section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that
is incorporated by reference in the Registration Statement shall be
deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
II-3
<PAGE>
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against policy as expressed in the Act and will be governed by
the final adjudication of such issue.
[ THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK ]
II-4
<PAGE>
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Tulsa, State of Oklahoma, as of August 1, 1997.
BOK FINANCIAL CORPORATION
/s/ Stanley A. Lybarger
By _____________________________________________
Stanley A. Lybarger, Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ George B. Kaiser
_____________________________ Chairman of the Board August 1, 1997
George B. Kaiser
/s/ Stanley A. Lybarger
_____________________________ Chief Executive Officer August 1, 1997
Stanley A. Lybarger and Director
/s/ James A. White
_____________________________ Executive Vice President, August 1, 1997
James A. White Chief Financial Officer,
and Treasurer
/s/ John C. Morrow
_____________________________ Controller August 1, 1997
John C. Morrow
/s/ W. Wayne Allen
_____________________________ Director August 1, 1997
W. Wayne Allen
/s/ Keith E. Bailey
_____________________________ Director August 1, 1997
Keith E. Bailey
_____________________________ Director August 1, 1997
James E. Barnes
/s/ Sharon J. Bell
_____________________________ Director August 1, 1997
Sharon J. Bell
II-5
<PAGE>
/s/ Glenn A. Cox
_____________________________ Director August 1, 1997
Glenn A. Cox
/s/ Nancy J. Davies
_____________________________ Director August 1, 1997
Nancy J. Davies
/s/ Robert H. Donaldson
_____________________________ Director August 1, 1997
Robert H. Donaldson
/s/ William E. Durrett
_____________________________ Director August 1, 1997
William E. Durrett
_____________________________ Director August 1, 1997
James O. Goodwin
/s/ V. Burns Hargis
_____________________________ Director August 1, 1997
V. Burns Hargis
/s/ E. Carey Joullian, IV
_____________________________ Director August 1, 1997
E. Carey Joullian, IV
/s/ Robert J. LaFortune
_____________________________ Director August 1, 1997
Robert J. LaFortune
/s/ Phillip C. Lauinger, Jr.
_____________________________ Director August 1, 1997
Phillip C. Lauinger, Jr.
/s/ David R. Lopez
_____________________________ Director August 1, 1997
David R. Lopez
/s/ Frank A. McPherson
_____________________________ Director August 1, 1997
Frank A. McPherson
_____________________________ Director August 1, 1997
J. Larry Nichols
/s/ Robert L. Parker, Sr.
_____________________________ Director August 1, 1997
Robert L. Parker, Sr.
II-6
<PAGE>
_____________________________ Director August 1, 1997
James W. Pielsticker
_____________________________ Director August 1, 1997
E.C. Richards
/s/ James A. Robinson
_____________________________ Director August 1, 1997
James A. Robinson
_____________________________ Director August 1, 1997
L. Francis Rooney, III
_____________________________ Director August 1, 1997
Robert L. Zemanek
II-7
<PAGE>
The Plan. Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Tulsa, State of Oklahoma,
as of August 1, 1997.
BOKF 1997 STOCK OPTION PLAN
/s/ George B. Kaiser
By _____________________________________________
George B. Kaiser, Chairman of the Board of BOK
Financial Corporation and Administrator of the
BOKF 1997 Plan
/s/ Stanley A. Lybarger
By _____________________________________________
Stanley A. Lybarger, President, Chief Executive
Officer and Director of BOK Financial Corporation
and Administrator of the BOKF 1997 Plan
BOK-S-8.6
II-8
<PAGE>
POWER OF ATTORNEY
Each person whose signature appears below hereby authorizes George B.
Kaiser and James A. White, or either of them, to file one or more amendments
(including post-effective amendments) to the Registration Statement, which
amendments may make such changes in the Registration Statement as Mr. Kaiser or
Mr. White deems appropriate, and each such person hereby appoints George B.
Kaiser and James A. White, or either of them, as attorney-in-fact to execute in
the name and on behalf of each person individually, and in each capacity stated
below, any such amendment to the Registration Statement.
Signature Title Date
/s/ George B. Kaiser
_____________________________ Chairman of the Board of August 1, 1997
George B. Kaiser BOK Financial Corporation
/s/ Stanley A. Lybarger
_____________________________ Chief Executive Officer, and August 1, 1997
Stanley A. Lybarger Director of BOK Financial
Corporation
/s/ James A. White
_____________________________ Executive Vice President, August 1, 1997
James A. White Chief Financial Corporation Officer,
and Treasurer of BOK Financial
Corporation
/s/ John C. Morrow
_____________________________ Controller of BOK Financial August 1, 1997
John C. Morrow Corporation
/s/ W. Wayne Allen
_____________________________ Director of BOK Financial August 1, 1997
W. Wayne Allen Corporation
/s/ Keith E. Bailey
_____________________________ Director of BOK Financial August 1, 1997
Keith E. Bailey Corporation
_____________________________ Director of BOK Financial August 1, 1997
James E. Barnes Corporation
/s/ Sharon J. Bell
_____________________________ Director of BOK Financial August 1, 1997
Sharon J. Bell Corporation
/s/ Glenn A. Cox
_____________________________ Director of BOK Financial August 1, 1997
Glenn A. Cox Corporation
/s/ Nancy J. Davies
_____________________________ Director of BOK Financial August 1, 1997
Nancy J. Davies Corporation
/s/ Robert H. Donaldson
_____________________________ Director of BOK Financial August 1, 1997
Robert H. Donaldson Corporation
II-9
<PAGE>
/s/ William E. Durrett
_____________________________ Director of BOK Financial August 1, 1997
William E. Durrett Corporation
_____________________________ Director of BOK Financial August 1, 1997
James O. Goodwin Corporation
/s/ V. Burns Hargis
_____________________________ Director of BOK Financial August 1, 1997
V. Burns Hargis Corporation
/s/ E. Carey Joullian, IV
_____________________________ Director of BOK Financial August 1, 1997
E. Carey Joullian, IV Corporation
/s/ Robert J. LaFortune
_____________________________ Director of BOK Financial August 1, 1997
Robert J. LaFortune Corporation
/s/ Phillip C. Lauinger, Jr.
_____________________________ Director of BOK Financial August 1, 1997
Phillip C. Lauinger, Jr. Corporation
/s/ David R. Lopez
_____________________________ Director of BOK Financial August 1, 1997
David R. Lopez Corporation
/s/ Frank A. McPherson
_____________________________ Director of BOK Financial August 1, 1997
Frank A. McPherson Corporation
_____________________________ Director of BOK Financial August 1, 1997
J. Larry Nichols Corporation
/s/ Robert L. Parker, Sr.
_____________________________ Director of BOK Financial August 1, 1997
Robert L. Parker, Sr. Corporation
_____________________________ Director of BOK Financial August 1, 1997
James W. Pielsticker Corporation
_____________________________ Director of BOK Financial August 1, 1997
E.C. Richards Corporation
/s/ James A Robinson
_____________________________ Director of BOK Financial August 1, 1997
James A. Robinson Corporation
_____________________________ Director of BOK Financial August 1, 1997
L. Francis Rooney, III Corporation
_____________________________ Director of BOK Financial August 1, 1997
Robert L. Zemanek Corporation
II-10
<PAGE>
INDEX TO EXHIBITS
EXHIBIT SEQUENTIALLY
NUMBER DESCRIPTION OF EXHIBITS NUMBERED PAGE
4.0 BOK Financial Corporation 1997 Stock Option Plan
5.0 Opinion of Frederic Dorwart, Lawyers, regarding whether
the Common Stock registered herein, when sold, will be
legally issued, fully paid, and non-assessable
23.0 Consent of Frederic Dorwart, Lawyers, (included in the
opinion filed as exhibit 5.0)
23.1 Consent of Ernst & Young LLP
24 Power of Attorney
99.0 1996 Annual Report on Form 10-K filed with the
Commission on March 27, 1997 is incorporated herein by
this reference.
99.1 1997 Quarterly Report on Form 10-Q filed with the
Commission on May 15, 1997 is incorporated herein by this
reference.
99.2 The description of BOK Financial's capital stock contained
on page 2 in Registration Statement on Form 10, as
amended by filings on Form 8, filed under the Exchange
Act (Registration No. 0-19341), including any amendment
or report filed for the purpose of updating such description
is incorporated herein by this reference.
4.0
<PAGE>
BOK FINANCIAL CORPORATION
1997 STOCK OPTION PLAN
JUNE 1, 1997
(Adopted by Action of the Board of Directors
of
BOK Financial Corporation taken July 29, 1997)
On August 1, 1997, BOK Financial Corporation registered on Securities
and Exchange Commission Form S-8 pursuant to the Securities Act of 1933, 900,000
shares of BOK Financial Corporation Common Stock, $0.00006 par value, for
issuance in connection with the BOKF 1997 Stock Option Plan. This document
constitutes part of a Section 10(a) Prospectus covering the securities that have
been registered under the Securities Act of 1933. The documents constituting the
Section 10(a) Prospectus are held in a file maintained by the Benefits
Department of Human Resources and may be reviewed or obtained, without charge,
upon written or oral request made to the Compensation Department of Human
Resources of Bank of Oklahoma, National Association, P.O. Box 2300, Tulsa,
Oklahoma 74172, telephone number (918) 588- 6277.
<PAGE>
BOKF 1997 STOCK OPTION PLAN
SECTION 1. ESTABLISHMENT, PURPOSE AND EFFECTIVE DATE OF PLAN.
1.1 Establishment. BOK Financial Corporation (the
"Corporation" or "BOKF"), an Oklahoma corporation,
hereby establishes the "BOKF 1997 Stock Option Plan"
(the "BOKF 1997 Plan") for designated employees of the
Corporation and of various direct and indirect
subsidiaries of the Corporation (collectively, "BOKF").
1.2 Purpose. The purpose of the BOKF 1997 Plan is to advance
the interests of the Corporation (i) by encouraging and
providing for the acquisition of an equity interest in
the Corporation by key employees of BOKF and (ii) by
enabling BOKF to attract and retain the services of key
employees whose judgment, interest, and special effort
are desired for the successful conduct of operations.
1.3 Effective Date. The BOKF 1997 Plan shall become
effective on August 1, 1997 (or on such later date as a
registration statement in respect of the BOKF 1997 Plan
on Securities and Exchange Commission Form S-8 shall
become effective).
SECTION 2. THE 1997 OPTION. The options ("1997 Options") established hereby are
the right to purchase shares of Common Stock of the Corporation on the terms and
conditions hereafter set forth in this and succeeding sections of the BOKF 1997
Plan:
2.1 The Common Stock subject to the 1997 Options shall be
the Common Stock of the Corporation, par value $0.00006
per share ("BOKF Common Stock").
2.2 The owners of the 1997 Options shall be those employees
(hereafter called a "Participant") to whom a letter of
award ("Award Letter") is hereafter delivered by the
Chairman of the Board and the Chief Executive Officer of
the
<PAGE>
Corporation. The Corporation may issue Award Letters at any
time prior to January 1, 2000.
2.3 The 1997 Options owned by each Participant shall
entitle the Participant, subject to the terms and conditions
hereof, to purchase that number of shares of BOKF Common
Stock set forth in one or more Award Letters delivered to
the Participant from time to time ("Participant's 1997
Option Shares"). Each Award Letter shall bear the date on
which the Award Letter is issued (the "Award Date"). The
total number of shares of BOKF Common Stock subject to 1997
Options shall be 900,000. If the employment of a Participant
is terminated for any reason and such Participant has not
exercised the 1997 Options with respect to any shares, the
Corporation may award 1997 Options in respect of such shares
to existing Participants or to additional Participants by
issuing additional Award Letters on or before January 1,
2000.
2.4 The purchase price of shares subject to the 1997
Options shall be the average of the mid-points between the
highest price and the lowest price at which trades occurred
(or, in the event of a single trade, the price of such
trade) for BOKF Common Stock on NASDAQ on the sixty (60)
trading days on which at least one trade actually occurs
immediately preceding the date of the Award Letter (the
"Option Price").
2.5 The 1997 Options may be exercised in accordance with, and
only in accordance with, the following schedule:
2.5.1 At any time and from time to time one calendar year
after the Award Date and prior to four calendar years
after the Award Date, with respect to one seventh (1/7)
of the 1997 Option Shares set forth in the Award
Letter.
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<PAGE>
2.5.2 At any time and from time to time two calendar years
after the Award Date and prior to five calendar years
after the Award Date, with respect to one seventh (1/7)
of the 1997 Option Shares set forth in the Award
Letter.
2.5.3 At any time and from time to time three calendar years
after the Award Date and prior to six calendar years
after the Award Date, with respect to one seventh (1/7)
of the 1997 Option Shares set forth in the Award
Letter.
2.5.4 At any time and from time to time four calendar years
after the Award Date and prior to seven calendar years
after the Award Date, with respect to one seventh (1/7)
of the 1997 Option Shares set forth in the Award
Letter.
2.5.5 At any time and from time to time five calendar years
after the Award Date and prior to eight calendar years
after the Award Date, with respect to one seventh (1/7)
of the 1997 Option Shares set forth in the Award
Letter.
2.5.6 At any time and from time to time six calendar years
after the Award Date and prior to nine calendar years
after the Award Date, with respect to one seventh (1/7)
of the 1997 Option Shares set forth in the Award
Letter.
2.5.7 At any time and from time to time seven calendar years
after the Award Date and prior to ten calendar years
after the Award Date, with respect to one seventh (1/7)
of the 1997 Option Shares set forth in the Award
Letter.
- 3 -
<PAGE>
2.6 The 1997 Options may be exercised only by delivering (i)
a written notice of exercise (stating the fact that 1997
Options are being exercised, the Award Date, and the number
of shares being purchased) and (ii) payment in full of the
purchase price of the shares being purchased to the
Compensation Department of Human Resources of Bank of
Oklahoma, National Association. Payment shall be made (i) by
personal check of the Participant, (ii) in cash or its
equivalent, or (iii) by tendering shares of BOKF Common
Stock having a value equal to the purchase price based on
the closing price quoted for BOKF Common Stock on NASDAQ on
the trading day immediately preceding the date of exercise,
or (iv) a combination of (i), (ii), or (iii).
2.7 The Corporation shall deliver to the Participant the
certificates representing the shares purchased pursuant to
the exercise of the 1997 Options within thirty (30) days of
the date of exercise.
2.8 BOKF COMMON STOCK ACQUIRED PURSUANT TO THE 1997 OPTIONS
MAY BE RESOLD ONLY PURSUANT TO THE PROVISIONS OF SECTION 4
HEREOF.
SECTION 3. PROVISIONS APPLICABLE TO THE 1997 OPTIONS. The following provisions
shall apply to the 1997 Options and all BOKF Common Stock issued pursuant
thereto.
3.1 NON-TRANSFERABILITY. The 1997 Options may not be sold,
transferred, pledged, assigned, or otherwise alienated or
hypothecated, otherwise than by will or by the laws of descent and
distribution.
3.2 TERMINATION OF 1997 OPTIONS UPON TERMINATION OF EMPLOYMENT OF
PARTICIPANT. If the employment of the Participant by BOKF shall
terminate for any reason including death, disability, retirement,
resignation or involuntary termination (whether such involuntary
termination is with or without cause), the
- 4 -
<PAGE>
Participant's 1997 Options shall automatically terminate, to the
extent not previously exercised, provided:
3.2.1 The Chairman of the Board and the Chief Executive Officer
may, in their sole discretion (which discretion may be exercised
arbitrarily) subject to approval of the Board of Directors of the
Corporation, extend the termination of the Participant's 1997
Options in special circumstances.
3.2.2 In the event of the termination of employment of a
participant by reason of death or disability, the Participant
(or, in the event of death, the personal representative of the
Participant) may purchase, any of Participant's 1997 Option
Shares which the Participant had the right to purchase
immediately preceding the date of the Participant's termination
of employment within the period of time such Participant could
have, but for such termination, purchased such 1997 Option
Shares.
3.2.3 In the event a Participant's employment is involuntarily
terminated by BOKF without cause (determined in accordance with
Section 3.2.5) and such involuntary termination without cause is
within one year of a Change of Control (as defined in Section
3.2.4), the Participant may purchase, within 90 days of the date
of the Participant's termination of employment, all of
Participant's 1997 Option Shares (to the extent not previously
purchased).
- 5 -
<PAGE>
3.2.4 A Change of Control shall be deemed to have occurred if,
and only if:
3.2.4.1 George B. Kaiser, affiliates of George B. Kaiser,
and/or members of the family of George B. Kaiser
collectively cease to own more shares of the voting capital
stock of BOKF than any other shareholder (or group of
shareholders acting in concert to control BOKF to the
exclusion of George B. Kaiser, affiliates of George B.
Kaiser, or members of the family of George B. Kaiser); or,
3.2.4.2 BOKF shall cease to own more than 50% of the voting
capital stock of Bank of Oklahoma, National Association.
3.2.5 A Participant shall be deemed to have been terminated for
cause if the Board of Directors of BOKF determines (in its sole
discretion provided only that such discretion is exercised with
honesty in fact) that the Participant was terminated by reason of
(i) any failure to substantially perform Participant's employment
obligations to BOKF in a satisfactory manner, (ii) any
intentional act materially injurious to BOKF, (iii) any act of
moral turpitude, (iv) any material dishonest or fraudulent
- 6 -
<PAGE>
act, or (v) any refusal to obey orders or instructions of the
Participant's appropriate supervisors or seniors.
3.2.6 A Participant shall be deemed employed by BOKF so long as
and only so long as the employee is in the employment of BOK
Financial Corporation or a direct or indirect subsidiary of BOK
Financial Corporation in which BOK Financial Corporation owns,
directly or indirectly, more shares of the voting capital stock
than any other shareholder (or group of shareholders acting in
concert to control such subsidiary to the exclusion of BOKF).
3.3 ADJUSTMENTS. If there are any changes in the capitalization of the
Corporation affecting the number or kind (after the recapitalization)
of issued and outstanding shares of BOKF Common Stock (existing
immediately prior to the change in capitalization), whether such
changes have been occasioned by reorganization, combination of shares,
declaration of stock dividends, stock splits, reverse stock splits,
reclassification or recapitalization of such stock, the merger or
consolidation of the Corporation with some other corporation or other
similar transaction, then the number and kind of shares then subject
to the 1997 Options and the price to be paid therefor, shall be
appropriately adjusted by the Corporation; provided, however, that in
no event shall any such adjustment result in the Corporation being
required to sell or issue a fractional share of stock.
3.4 WAIVER OF SHAREHOLDER RIGHTS. The Participant or other person
entitled to exercise 1997 Options shall have no rights as a
stockholder with respect to any
- 7 -
<PAGE>
shares subject thereto until the Participant or such person shall have
exercised the 1997 Options and shall thereafter have become the holder
of record of such shares and no adjustment (except such adjustments as
may be effected pursuant to the provisions of Section 3.3 hereof)
shall be made for dividends or distributions of rights in respect of
such shares for which the record date is prior to the date on which
the Participant or such person so becomes the holder of record.
SECTION 4. REOFFER OR RESALE OF BOKF STOCK ACQUIRED PURSUANT TO EXERCISE OF THE
1997 OPTIONS. The reoffer or resale of BOKF Common Stock acquired by a
Participant pursuant to the 1997 Options shall be subject to the following terms
and conditions:
4.1 REOFFER OR RESALE BY AFFILIATE. If the Participant is an
affiliate of the Corporation, the reoffer or resale of
BOKF Common Stock may be made by the Participant only
(i) by means of a reoffer prospectus pursuant to an
effective registration statement on Form S-8 or (ii) in
accordance with the provisions of SEC Rule 144 or (iii)
pursuant to the determination of the Corporation's
general counsel that there is an available exemption
under the federal and state securities laws.
4.2 REOFFER OR RESALE BY NON-AFFILIATE. If the Participant
is not an affiliate of the Corporation, the reoffer or
resale is not subject to restriction, except as set
forth in Section 4.3 of this BOKF 1997 Plan.
4.3 PRIOR APPROVAL OF COUNSEL. Prior to reoffering or
reselling any BOKF Common Stock acquired pursuant to a
1997 Option, the Participant shall advise the
Compensation Department of Human Resources of Bank of
Oklahoma, National Association which shall refer the
matter to the Corporation's general
- 8 -
<PAGE>
counsel. The Corporation's general counsel shall
determine whether the Participant is an affiliate or a
non-affiliate of BOKF. If the Corporation's general
counsel determines Participant is an affiliate, the
Participant shall offer and sell the BOKF Common Stock
only as provided by Section 4.1.
4.4 REOFFER PROSPECTUS. BOKF shall use its reasonable best
efforts to provide any Participant who is an affiliate
and desires to sell BOKF Common Stock with a reoffer
prospectus at reasonable times.
SECTION 5. NOT AN EMPLOYMENT AGREEMENT. This BOKF 1997 Plan is not an
employment agreement. Nothing contained herein shall be construed to limit or
restrict the right of BOKF to terminate the Participant's employment or services
at any time, with or without cause, or to increase or decrease the Participant's
compensation.
SECTION 6. MISCELLANEOUS PROVISIONS. The following miscellaneous
provisions shall apply to the BOKF 1997 Plan:
6.1 This BOKF 1997 Plan is made and executed in Tulsa County,
Oklahoma.
6.2 This BOKF 1997 Plan shall be subject to, and interpreted in
accordance with, the laws of the State of Oklahoma.
6.3 This BOKF 1997 Plan is the entire agreement of the parties
respecting the subject matter hereof. There are no other
agreements, whether oral or written, respecting the subject
matter hereof.
6.4 Rights and obligations arising under the BOKF 1997 Plan may not
be assigned.
SECTION 7. ADDITIONAL INFORMATION.
7.1 ERISA NOT APPLICABLE. The BOKF 1997 Plan is not subject to the
provisions of the Employee Retirement Income Security Act.
- 9 -
<PAGE>
7.2 NO REPORTS TO PARTICIPANTS. No reports shall be required to be
delivered to the Participants as to the status of their
participation in the BOKF 1997 Plan. However, a Participant may
contact the Compensation Department of Human Resources of Bank of
Oklahoma, National Association to determine the number of shares
unexercised by the Participant under such Participant's 1997
Options and the last date on which such options may be exercised.
7.3 TAX EFFECTS. The BOKF 1997 Plan is not qualified under Section
401(a) at the Internal Revenue Code. The tax effects of the BOKF
1997 Plan are:
7.3.1 BOKF will be entitled to an income tax deduction at the
date of exercise of the 1997 Options by the
Participants. The amount of the deduction will be equal
to the spread between the fair market value of the
option stock (as quoted by NASDAQ) and the Option
Price.
7.3.2 Participants will recognize income at the date of
exercise of the 1997 Options in an amount equal to the
deduction allowed to BOKF, as defined in Section 7.3.1.
Income recognized due to the exercise of a 1997 Option
will be subject to withholding and reported to the
employee on form W-2. Participants will not be subject
to any further income recognition until a taxable
transaction occurs involving the purchased stock. The
basis in the stock is equal to the fair market value at
the date of exercise, and future transactions will be
subject to capital asset rules.
- 10 -
<PAGE>
7.4 ADMINISTRATION OF THE BOKF 1997 PLAN. The Chairman of the Board
and the Chief Executive Officer of BOKF shall designate (subject
to approval of the Board of Directors, acting by a vote of, or of
a committee of two or more of the Board of Directors of BOKF
consisting of, members who are Non-Employee Directors within the
meaning of SEC Rule 16b-3(b)(3)) those employees of BOKF who
shall be Participants and the number of shares subject to each
such Participant's 1997 Options. The members of the Board of
Directors of the Corporation are elected by the stockholders of
the Corporation. The Chairman of the Board and the Chief
Executive Officer are elected by the Board of Directors.
7.5 ELIGIBILITY TO PARTICIPATE. All employees of BOKF are eligible to
be designated as Participants. Participants shall be designated
based upon a subjective determination of the present and
potential contributions of the employee to the success of the
business of the Corporation.
7.6 SHARES TO BE ISSUED. The shares of BOKF Common Stock to be issued
pursuant to the exercise of the 1997 Options shall be shares of
authorized but unissued Common Stock of the Corporation.
7.7 NO LIENS OR CHARGES. No lien or other charge may be placed on the
1997 Options.
7.8 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. The Corporation
is subject to the information reporting requirements of the
Securities Exchange Act of 1934 and, in accordance therewith,
files reports and other information with the Securities and
Exchange Commission (the "Commission"). The following
- 11 -
<PAGE>
documents filed with the Commission are incorporated in this part
of the Section 10(a) Prospectus by reference:
7.8.1 Registration Statement on Form S-1 and
the Prospectus included therein(Registration
No. 33-40950),as amended, filed under the
Securities Act of 1933 with the Commission
and declared effective on August 13, 1991.
7.8.2 Registration Statement on Form 10
(Registration No. 0- 19341), filed under the
Exchange Act with the Commission, and
subsequent amendments thereto filed on Form
8.
7.8.3 Information Statement and Prospectus
Supplement filed with the Commission on
November 20, 1991, under the Exchange Act
and also under the Securities Act of 1933.
7.8.4 Quarterly Report on Form 10-Q filed with the
Commission for the First Quarter, 1997 filed
May 15, 1997.
7.8.5 The description of BOKF's capital stock
contained on page 2 in the Registration
Statement on Form 10, as amended by filings
on Form 8, filed under the Exchange Act
(Registration No. 0-19341), including any
amendment or report filed for the purpose of
updating such description.
7.8.6 Annual Report on Form 10-K filed with the
Commission for Calendar 1996 filed on March
27, 1997.
Additionally, all documents subsequently filed by the
Corporation pursuant to Sections 13(a), 13(c), 14, and
15(d) of the Securities Exchange Act of 1934, prior to
the filing of a post-effective amendment which indicates
that all
- 12 -
<PAGE>
securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to
be incorporated by reference in this Registration
statement and to be part thereof from the date of filing
of such documents.
All documents incorporated by reference in
this part of the Section 10(a) Prospectus and all other
documents required to be delivered to employees pursuant
to Rule 428(b) of the Securities Act of 1933 may be
obtained, without charge, upon written or oral request
to the Compensation Department of Human Resources of
Bank of Oklahoma, National Association at P.O. Box 2300,
Tulsa, Oklahoma 74192, telephone number (918) 588-6547.
Any additional information about the BOKF 1997 Plan or
its administrators may also be obtained by contacting
the Compensation Department of Human Resources of Bank
of Oklahoma, National Association.
Adopted by action of the Board of Directors of
BOKF Financial Corporation taken July 29, 1997.
/s/ Frederic Dorwart
----------------------------------------
Frederic Dorwart, Secretary to the Board.
BOK-OPT.8
- 13 -
5.0
<PAGE>
August 1, 1997
BOK Financial Corporation
Bank of Oklahoma Tower
P.O. Box 2300
Tulsa, OK 74192
Re: BOK Financial Corporation SEC Registration Statement on Form S-8
and Form S-3: BOK Financial Corporation (Trading Symbol "BOKF"):
900,000 Shares of BOKF Common Stock to be Issued Pursuant to the
BOK Financial Corporation 1997 Stock Option Plan.
Ladies and Gentleman:
I have acted as counsel to BOK Financial Corporation ("BOKF") in
connection with BOKF's Registration Statement on Form S-8 and Form S-3 being
filed on or about August 1, 1997 with the Securities and Exchange Commission
which respect to the shares of Common Stock (the "Common Stock"), $0.00006 par
value, of BOKF, authorized for issuance under the BOKF 1997 Plan. I have
reviewed BOKF's Registration Statement on Form S-8 and Form S-3, BOKF's
Certificate of Corporation, BOKF's By-laws, and such corporate proceedings of
BOKF as I have deemed appropriate for purposes of rendering this opinion. In my
opinion, upon issuance of the shares of Common Stock pursuant to the terms of
the BOKF 1997 Plan, such shares will be duly and validly issued, fully paid and
non-assessable. I hereby consent to the filing of this opinion as an exhibit to
the Registration Statement and to the use of my name in the Registration
Statement under the caption "Legal Matters".
Sincerely,
/s/ Frederic Dorwart
Frederic Dorwart
FD/vv
23.0
Included in the Opinion Filed as Exhibit 5.0
23.1
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts"
in the Registration Statement (Form S-3) and related Prospectus of BOK Financial
Corporation for the registration of 900,000 shares of its common stock pursuant
to the BOKF 1997 Stock Option Plan and to the incorporation by reference therein
of our report dated January 27, 1997, with respect to the consolidated financial
statements of BOK Financial Corporation incorporated by reference in its Annual
Report (Form 10-K) for the year ended December 31, 1996, filed with the
Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Tulsa, Oklahoma
July 28, 1997
24
See Pages II-9 through II-10
