March 24, 1998
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 28, 1998, 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, 1997.
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
<PAGE>
BOK Financial Corporation
Bank of Oklahoma Tower
Tulsa, Oklahoma 74172
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be held on April 28, 1998
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 28, 1998, at 11:00 a.m. local time, for the following
purposes:
1. To fix the number of directors to be elected at twenty-eight
(28) and to elect twenty-eight (28) 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
13, 1998 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
Frederic Dorwart, Secretary
DATE: March 24, 1998
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 28, 1998
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 28, 1998, 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 24, 1998 to holders of record of Common Stock as of
the close of business on March 13, 1998.
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-eight (28)
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, 1997, 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.
VOTING SECURITIES AND REQUIRED VOTE
The Board of Directors of the Company has fixed the close of business
on March 13, 1998 as the record date for the determination of shareholders
entitled to notice of and to vote at the Annual Meeting. On March 1, 1998, the
Company had outstanding approximately 21,930,457 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
<PAGE>
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 78.3% of the outstanding
Common Stock and plans to vote in person at the meeting.
ELECTION OF DIRECTORS
Twenty-eight (28) 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-eight (28) nominees consist of
twenty-three (23) persons currently serving as directors of the Company and five
(5) new nominees. 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, 1998. 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.
<TABLE>
Principal Occupation, Business First Year
Experience During Last 5 Years, and Became A
Name Age Directorships of Other Public Companies Director
- -------------------- ---- ------------------------------------------------------------- ----------
<S> <C> <C> <C>
W. Wayne Allen 61 Chairman, Chief Executive Officer and director of Phillips 1992
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 55 Chairman of the Board, President, and Chief Executive 1992
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.
<PAGE>
James E. Barnes 64 Chairman of the Board, President and Chief Executive Officer 1991
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 46 Attorney and Managing Partner, Rogers and Bell (law 1993
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 68 Retired in December 1991 as President and Chief Operating 1991
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.
Robert H. Donaldson 54 Professor and former President, University of Tulsa, Tulsa, 1995
Oklahoma.
William E. Durrett 67 Chairman of the Board, President and Chief Executive Officer 1991
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 58 Chief Executive Officer, The Oklahoma Eagle Publishing Co.; 1995
Sole Proprietor, Goodwin & Goodwin Law Firm.
V. Burns Hargis 52 Vice Chairman, BOk; formerly Attorney and Of Counsel to the 1993
Law Firm of McAfee & Taft (Oklahoma City, Oklahoma).
E. Carey Joullian, IV 37 President, Mustang Fuel Corporation and Subsidiaries; 1995
President and Manager, Joullian & Co., L.C.
<PAGE>
George B. Kaiser 55 Chairman of the Board of BOK Financial and BOk; President 1990
and principal owner of Kaiser-Francis Oil Company, an
independent oil and gas exploration and development company.
Robert J. LaFortune 71 Self-employed in investment and management of personal 1993
financial holdings. Mr. LaFortune is also a director of The
Williams Companies, Inc.
Philip C. Lauinger, Jr. 62 Chairman and Chief Executive Officer of Lauinger Publishing 1991
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).
David R. Lopez 46 President - Oklahoma Southwestern Bell Telephone Company, 1996
Oklahoma City; previously, Senior Officer, Southwestern Bell
Telephone Company, Austin, Texas.
Stanley A. Lybarger 48 President and Chief Executive Officer of BOK Financial and 1991
BOk; previously President of BOk Oklahoma City Regional
Office and Executive Vice President of BOk with
responsibility for corporate banking.
John L. Massey 63 Chairman of the Board, Durant Bank and Trust Company, First Nominee
United Bank of Holdenville, Durant Enterprises, Inc.;
Chairman, Oklahoma Small Business Administration, Small
Business Development Center.
Frank A. McPherson 64 Retired Chairman of the Board and Chief Executive Officer of 1996
Kerr-McGee Corporation (1983-1997); Member, Board of Directors,
Tri-Continental Corporation, Seligman Quality Fund, Inc.,
Seligman Select Municipal Fund, Inc., and Seligman Group of
Mutual Funds, Mapco, Inc.
Steven E. Moore 51 Chairman, President and Chief Executive Officer of OGE Nominee
Energy Corp. which is the holding company for OG&E
Electrical Services, Enogex Inc. and Origen, Inc.; Director,
Oklahoma City Chamber of Commerce, Oklahoma State Chamber of
Commerce, Edison Electric Institute.
<PAGE>
J. Larry Nichols 55 President, Chief Executive Officer and Director, Devon 1997
Energy Corporation; Director and Officer, Independent
Petroleum Association of America, Domestic Petroleum
Counsel; Board of Governors, American Stock Exchange;
Director, Smedvig asa, CMI Corporation, Caribou
Communications Company.
Robert L. Parker 74 Chairman and Director, Parker Drilling Co. (oil and gas 1991
drilling contractor); Director of Weatherford-Enterra Corp.,
MAPCO Inc., Clayton Williams Energy, Inc. and Norwest Bank
of Texas-Kerrville.
James W. Pielsticker 59 President, Arrow Trucking Co. 1996
E. C. Richards 48 Senior Vice President of Operations for Sooner Pipe and 1997
Supply Corporation. Trustee, Holland Hall School.
James A. Robinson 69 Self-employed in investment and management of personal 1993
financial holdings and in ranching business.
L. Francis Rooney, III 44 Chairman of the Board and Chief Executive Officer, Manhattan 1995
Construction Company
Wayne D. Stone 48 Chairman, President and Chief Executive Officer, Bank of Nominee
Arkansas, NA; formerly President, Bank of Oklahoma, Oklahoma
City.
David J. Tippeconnic 58 President, Chief Executive Officer and Director, CITGO Nominee
Petroleum Corporation; Director, American Petroleum
Institute, St. Francis Health Systems, Boy Scouts of
American and Southdown, Inc.
Tom E. Turner 58 Chairman and Chief Executive Officer, Bank of Texas, NA. Nominee
Robert L. Zemanek 48 President, Energy Delivery, Central & South West Services; 1994
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, and University
of Tulsa.
</TABLE>
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
As of March 1, 1998, the Company had 21,930,457 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, 1998, 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>
Name of Beneficial Owner Amount and Nature of
Beneficial Ownership(1) Percent of Class(2)
- ------------------------ ----------------------- -------------------
W. Wayne Allen 1,616 *
Keith E. Bailey 172,432(3) *
James E. Barnes 1,155 *
Sharon J. Bell 34,951(4) *
Glenn A. Cox 2,981 *
Nancy J. Davies 849(5) *
Robert H. Donaldson 504 *
William E. Durrett 60,098(6) *
James O. Goodwin 1,077 *
V. Burns Hargis 1,137(7) *
Eugene A. Harris 29,590(8) *
E. Carey Joullian, IV 2,105(9) *
George B. Kaiser 19,455,889(10) 78.3%
Robert J. LaFortune 83,108 *
Philip C. Lauinger, Jr. 1,208 *
David R. Lopez 568 *
Stanley A. Lybarger 80,298(11)(12) *
John L. Massey 500 *
Frank A. McPherson 947 *
Steven E. Moore -0- *
J. Larry Nichols 148 *
Robert L. Parker, Sr. 4,309(13) *
James W. Pielsticker 690 *
E. C. Richards 148 *
James A. Robinson 276,226(14) 1.3%
L. Francis Rooney, III 335,821(15) 1.5%
Norman W. Smith 24,264(16) *
Wayne D. Stone 8,606(17) *
David J. Tippeconnic -0- *
Tom E. Turner 500 *
James A. White 43,882(18) *
Charles D. Williamson 14,650(19) *
Robert L. Zemanek 1,072 *
All directors, nominees and
executive officers as a group 20,641,329 82.8%
(33 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 171,305 shares owned by The Williams Companies Foundation,
Inc., a non-profit foundation of which Mr. Bailey is a director and
officer.
(4) Includes 1,170 shares owned by spouse. Also includes (i) 7,723 shares
owned by the J. A. Chapman and Leta M. Chapman Trust (1949), of which
Ms. Bell is individual trustee, and (ii) 8,933 shares owned by the Leta
McFarlin Chapman Memorial Trust (1974), of which Ms. Bell is
co-trustee.
(5) Includes 109 shares indirectly owned by Nancy J.Davies Revocable Trust.
(6) Includes 55,864 shares indirectly owned by American Fidelity Assurance
Company, 471 shares indirectly owned by Cameron Properties, 85 shares
indirectly owned by CEALP, and 661 shares indirectly owned by CAMCO.
(7) Excludes options to purchase 10,000 shares granted pursuant to the 1997
Awards under the BOKF 1997 Stock Option Plan.
(8) Includes options to purchase 4,967 shares and excludes options to
purchase 3,313 shares of BOKF Common Stock under the BOKF 1992 Stock
Option Plan; includes options to purchase 4,967 shares and excludes
options to purchase 4,969 shares of BOKF Common Stock under the BOKF
1993 Stock Option Plan; includes options to purchase 4,683 shares and
excludes options to purchase 6,244 shares of BOKF Common Stock granted
pursuant to 1994 Awards under the BOKF 1994 Stock Option Plan; includes
options to purchase 2,273 shares and excludes options to purchase 5,684
shares granted pursuant to 1995 Awards under the BOKF 1994 Stock Option
Plan; includes options to purchase 1,364 shares and excludes options to
purchase 8,184 shares granted pursuant to the 1996 Awards under the
BOKF 1994 Stock Option Plan; excludes options to purchase 9,270 shares
granted pursuant to 1997 Awards under the BOKF 1997 Stock Option Plan.
(9) Includes 1,123 shares owned by Joullian & Co., L.C.
(10) Mr. Kaiser's address is P. O. Box 21468, Tulsa, OK 74121-1468. Includes
2,894,094 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 1.16 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
<PAGE>
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, November 27, 1996, and November
19, 1997 BOKF 3% Common Stock Dividends payable by the issuance of
BOKF Common Stock.
(11) Includes 6,297 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 6,297 shares.
(12) Includes options to purchase 9,936 shares and excludes options to
purchase 6,625 shares, of BOKF Common Stock under the BOKF 1992 Stock
Option Plan; includes options to purchase 9,936 shares and excludes
options to purchase 9,937 shares of BOKF Common Stock under the BOKF
1993 Stock Option Plan; includes options to purchase 11,708 shares and
excludes options to purchase 15,611 shares of BOKF Common Stock granted
pursuant to 1994 Awards under the BOKF 1994 Stock Option Plan; includes
options to purchase 7,578 shares and excludes options to purchase
18,945 shares granted pursuant to the 1995 Awards under the BOKF 1994
Stock Option Plan; includes options to purchase 3,790 shares and
excludes options to purchase 22,733 shares granted pursuant to the 1996
Awards under the BOKF 1994 Stock Option Plan; excludes options to
purchase 25,750 shares granted pursuant to the 1997 Awards under the
BOKF 1997 Stock Option Plan.
(13) Includes 3,166 shares indirectly owned by Mr. Parker as Co-Trustee for
the Robert L. Parker Trust dated February 10, 1967.
(14) Includes (i) 26,550 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)
3,132 shares by self as Trustee for the James A. Robinson Education
Trust A; (iv) 5,838 shares by self as Trustee for the James A. Robinson
Education Trust B; (v) 381 shares by self as Trustee for the Robinson
Foundation; (vi) 87,376 shares by spouse, Betty L. Robinson (Beneficial
Ownership is hereby Disclaimed); 148,310 shares by self as Trustee for
Robinson Children UA 6/7/91, and 530 shares by self as Trustee for
Maurice A. Robinson Education Trust.
(15) Includes 89,599 shares owned by Rooney Brothers Company and 220 shares
held in L.F. Rooney IRA.
(16) Includes options to purchase 3,312 shares and excludes options to
purchase 3,313 shares of BOKF Common Stock under the BOKF 1992 Stock
Option Plan; includes options to purchase 4,967 shares and excludes
options to purchase 4,969 shares of BOKF Common Stock under the BOKF
1993 Stock Option Plan; includes options to purchase 4,683 shares and
excludes options to purchase 6,244 shares of BOKF Common Stock granted
pursuant to 1994 Awards under the BOKF 1994 Stock Option Plan; includes
options to purchase 2,728 shares and excludes options to purchase 6,820
shares granted pursuant to 1995 Awards under the BOKF 1994 Stock Option
Plan; includes options to purchase 1,667 shares and excludes options to
purchase 10,003 shares granted pursuant to the 1996 Awards under the
BOKF 1994 Stock
<PAGE>
Option Plan; excludes options to purchase 11,330 shares
granted pursuant to the 1997 Awards under the BOKF 1997 Stock Option
Plan.
(17) Includes options to purchase 496 shares and excludes options to
purchase 994 shares of BOKF Common Stock under the BOKF 1992 Stock
Option Plan; includes options to purchase 497 shares and excludes
options to purchase 1,491 shares of BOKF Common Stock under the BOKF
1993 Stock Option Plan; includes options to purchase 1,015 shares and
excludes options to purchase 4,059 shares of BOKF Common Stock granted
pursuant to 1994 Awards under the BOKF 1994 Stock Option Plan; includes
options to purchase 1,213 shares and excludes options to purchase 6,062
shares granted pursuant to 1995 Awards under the BOKF 1994 Stock Option
Plan; includes options to purchase 1,288 shares and excludes options to
purchase 7,730 shares granted pursuant to the 1996 Awards under the
BOKF 1994 Stock Option Plan; excludes options to purchase 8,755 shares
granted pursuant to the 1997 Awards under the BOKF 1997 Stock Option
Plan. Includes 2,416 shares held in Mr. Stone's IRA.
(18) Includes options to purchase 3,477 shares and excludes options to
purchase 2,319 shares of BOKF Common Stock under the BOKF 1992 stock
Option Plan; includes options to purchase 4,967 shares and excludes
options to purchase 4,969 shares of BOKF Common Stock under 1993 Stock
Option Plan; includes options to purchase 4,683 shares and excludes
options to purchase 6,244 shares of BOKF Common Stock granted pursuant
to 1994 Awards under the BOKF 1994 Stock Option Plan; includes options
to purchase 2,425 shares and excludes options to purchase 6,062 shares
granted pursuant to 1995 Awards under the BOKF 1994 Stock Option Plan;
includes options to purchase 1,440 shares and excludes options to
purchase 8,639 shares granted pursuant to the 1996 Awards under the
BOKF 1994 Stock Option Plan; excludes options to purchase 9,785 shares
granted pursuant to the 1997 Awards under the BOKF 1997 Stock Option
Plan; includes 2,953 shares which Mr. White may acquire through
conversion of 254,560 shares of BOK Financial Series A Preferred Stock.
(19) Includes options to purchase 3,726 shares and excludes options to
purchase 2,485 shares of BOKF Common Stock under the BOKF 1992 Stock
Option Plan; includes options to purchase 3,726 shares and excludes
options to purchase 3,727 shares of BOKF Common Stock under the BOKF
1993 Stock Option Plan; includes 2,341 shares and excludes 3,123 shares
of BOKF Common Stock granted pursuant to 1994 Awards under the BOKF
1994 Stock Option Plan; includes options to purchase 909 shares and
excludes options to purchase 2,274 shares granted pursuant to 1995
Awards under the BOKF 1994 Stock Option Plan; includes options to
purchase 378 shares and excludes options to purchase 2,274 shares
granted pursuant to the 1996 Awards under the BOKF 1994 Stock Option
Plan; excludes options to purchase 2,833 shares granted pursuant to the
1997 Awards under the BOKF 1997 Stock Option Plan; includes 920 shares
held in the BOk 401(k) Thrift.
Committees; Meetings
During 1997, 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
<PAGE>
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 Section 9.9. The
Committee consisted of Ms. Davies and Messrs. Lauinger, Lopez and McPherson
(Chairman). The Committee met eight (8) times during 1997. The Risk Oversight &
Audit Committee intends to meet at least five (5) times in 1998.
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 (4) times
during 1997. The entire Board of Directors of BOk met eleven (11) times during
1997. 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
Messrs. Barnes, Nichols, Richards and Rooney, who were unable to attend 75% of
the meetings due to business conflicts.
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.
Executive Officers
Certain information concerning the executive officers of BOK Financial,
BOk, Bank of Arkansas, NA, and Bank of Texas, NA is set forth below:
Charles F. Ball, Jr., age 53, is President and Chief Operating Officer
of the BOK Financial subsidiary, Bank of Texas, NA. Mr. Ball became
employed with Bank of Texas in April, 1997. Prior to joining Bank of Texas,
Mr. Ball served as President of Comerica Securities, Inc. where he had been
employed since 1991.
Paul M. Elvir, age 57, is Executive Vice President and Manager of the
BOk Operations and Technology Division. Mr. Elvir began working for BOk in
July, 1997. Previously, Mr. Elvir was President of Liberty Payments
Services, Inc. ("LPSI"), a subsidiary of Banc One Services Corporation.
Prior to serving as President of LPSI, Mr. Elvir served as an Executive
Vice President of Banc One Services Corporation.
Mark W. Funke, age 42, President, BOk Oklahoma City and Commercial
Banking Manager, Oklahoma City. Mr. Funke has been with BOk for 14 years.
Eugene A. Harris, age 55, is a director and Executive Vice President
of BOk, Chief Credit Officer and Manager of the Credit Administration
Division. Mr. Harris has been with BOk for 17 years.
V. Burns Hargis age 52, is Vice Chairman, BOk. Mr. Hargis joined BOk
in November, 1997. Previously Mr. Hargis was an attorney with the law firm
of McAfee & Taft (Oklahoma City, Oklahoma).
<PAGE>
H. James Holloman, age 46, is Executive President of BOk and Manager
of the Trust Division. Mr. Holloman has been with BOk for 12 years.
George B. Kaiser, age 55, is Chairman of the Board of Directors of
both BOK Financial and BOk.
David L. Laughlin, age 45, Senior Vice President, Manager, BOk
Mortgage Division. Mr. Laughlin has been with BOk for 12 years.
Stanley A. Lybarger, age 48, is a director and President and Chief
Executive Officer of both BOK Financial and BOk. Mr. Lybarger has been with
BOk for 24 years.
Norman W. Smith, age 51, is Executive Vice President of BOk and
Manager of the Consumer Banking Division. Mr. Smith has been with BOk for
six years. Previously, Mr. Smith was Senior Vice President, Retail Banking,
AMERITRUST Company, Cleveland, Ohio.
William E. Stahnke, age 51, is Vice Chairman of Bank of Texas, NA. Mr.
Stahnke had served as President of First Texas Bank, Dallas, Texas since
1987, which merged with Bank of Texas, NA. First Texas, NA was acquired by
BOK Financial on March 4, 1997.
Wayne D. Stone, age 48, Chairman, President and Chief Executive
Officer of Bank of Arkansas, NA and Executive Vice President of 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.
Tom E. Turner, age 58, is Chairman, and Chief Executive Officer of
Bank of Texas, NA. Mr. Turner had previously served as Chairman and Chief
Executive Officer of First National Bank of Park Cities, Dallas, Texas,
which BOK Financial acquired on February 12, 1997. Mr. Turner had been the
Chief Executive Officer of FNB Park Cities since 1984.
James A. White, age 54, 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 51, is Executive Vice President of Capital
Markets of BOk. Mr. Williamson has been with BOk for five 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. Hargis, Lybarger, Turner and Stahnke have employment agreements which
are discussed below on pages 14 and 15.
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth summary information concerning the
compensation of those persons who were, at December 31, 1997, (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."
<TABLE>
Summary Compensation Table(1)
Long Term
Annual Compensation Awards(2)
------------------------------------------- ---------------------------
Name and Other Annual Options/ All Other
Principal Position Year Salary ($) Bonus ($) Compensation ($) SARs(#) Compensation($)(3)
- ------------------ ---- ---------- --------- ---------------- ------- ------------------
<S> <C> <C> <C> <C> <C> <C>
Stanley A. Lybarger 1997 $325,000 76,000 140,834 25,750 15,558
President & Chief 1996 300,000 60,000 40,662 25,000 15,000
Executive Officer of 1995 275,000 60,000 168 25,000 15,215
BOK Financial and BOk
Eugene A. Harris
Executive Vice 1997 186,500 40,000 54,346 9,270 18,400
President, Commercial 1996 179,250 28,000 20,518 9,000 16,730
Banking, BOk 1995 174,000 25,000 168 7,500 14,390
Norman W. Smith
Executive Vice 1997 174,000 45,000 42,698 11,330 15,040
President, Consumer 1996 163,000 33,000 34,411 11,000 14,100
Banking, BOk 1995 157,000 33,000 500 9,000 13,616
James A. White
Executive Vice 1997 174,000 40,000 48,385 9,785 16,640
President and Chief 1996 166,000 28,000 9,034 9,500 15,456
Financial Officer BOK 1995 160,000 25,000 168 8,000 13,613
Financial and BOk
Charles D. Williamson
Executive Vice- 1997 150,163 31,190 83,286(4) 2,833 15,040
President, 1996 149,247 10,000 39,124(4) 2,500 13,717
Capital Markets, BOk 1995 146,500 30,000 168 3,000 11,866
<FN>
(1) No Restricted Stock Awards or Long Term Incentive Plan payouts were made in
1995, 1996 or 1997 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, November 27, 1996 and November 19, 1997 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, 1995; $9,000, 1996; $9,600, 1997 Company payment to the
defined benefit plan ("DBP"); $6,215, 1995; $6,000, 1996; $5,958, 1997
Company matching contributions to 401(K) Thrift Plan ("DCP"); (ii) Mr.
Harris, $9,750, 1995; $11,250, 1996; $12,000, 1997 - DBP; $4,640, 1995;
$5,480, 1996; $6,400, 1997 - DCP; (iii) Mr. Smith, $10,958, 1995; $10,500,
1996; $11,200, 1997 - DBP; $2,658, 1995; $3,600, 1996; $3,840, 1997 - DCP;
and (iv) Mr. White, $11,250, 1995; $12,000, 1996; $12,800, 1997 - DBP;
$2,363, 1995; $3,456, 1996; $3,840, 1997 -DCP; and (v) Mr. Williamson
$9,522, 1995; $10,500, 1996; $11,200, 1997 - DBP; $2,344, 1995; $3,217,
1996; $3,840, 1997 - DCP.
(4) Commission income, $24,447; Stock Option Exercise Income, $14,677 - 1996;
Commission Income, $28,675; Stock Option Exercise Income, $54,611 - 1997.
</FN>
</TABLE>
<PAGE>
The following table sets forth certain information concerning stock
options granted to the Named Executive Officers during the 1997 fiscal
year.
OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
% of Total
Options/SARs
Granted to
Employees Exercise or Grant Date
Options/SARs in Fiscal Base Price Expiration Present
Name Granted (#)(1) Year ($/Sh)(1) Date Value $(3)
- ------------------ ------------ ----------- ----------- ---------- ---------
Stanley A. Lybarger 25,750 8.28% 38.59 (2) $ 358,052.18
Eugene A. Harris 9,270 2.98% 38.59 (2) $ 128,901.84
Norman W. Smith 11,330 3.64% 38.59 (2) $ 157,543.48
James A. White 9,785 3.15% 38.59 (2) $ 136,061.57
Charles D. Williamson 2,833 .91% 38.59 (2) $ 39,396.75
(1) Granted pursuant to 1997 Awards under BOKF 1994 Stock Option Plan.
After giving effect to November 19, 1997 3% dividend on BOKF Common
Stock payable in kind of BOKF Common Stock.
(2) One-seventh of the options granted pursuant to 1997 Awards under the
BOKF 1994 Stock Option Plan vest and become exercisable on October 11
of each year, commencing October 11, 1998. 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: 20% volatility factor; $38.8125
underlying price; $38.59 option price; 5.0% risk free rate of return;
and no dividends. The actual value, if any, an executive may realize
will depend on the excess of the stock price over the exercise price on
the date the option is exercised, so there is no assurance the value
realized by the named executive will be at or near the value estimated
by the Black-Scholes Model.
<PAGE>
The following table sets forth certain information concerning the
exercise of stock options by the Named Executive Officers during fiscal 1997 and
the 1997 fiscal year-end value of unexercised options.
AGGREGATED OPTION/SAR EXERCISES IN
LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES
Value of
Number of Unexercised
Unexercised In the Money
Options/SARs Options/SARs at
at FY-End (#) FY-End ($)(1)
Shares Acquired Value Exercisable/ Exercisable/
Name On Exercise (#) Realized ($)(1) Unexercisable Unexercisable
- ------------------ --------------- --------------- ------------- -------------
Stanley A. Lybarger 6,623 $140,834.19 42,948/99,601 76,920/59,426
Eugene A. Harris 3,313 54,345.86 18,254/37,664 37,379/27,825
Norman W. Smith 3,312 42,697.71 17,357/42,679 26,145/28,121
James A. White 2,817 48,384.92 16,992/38,018 27,198/21,105
Charles D. Williamson 2,484 54,610.74 11,080/16,716 27,153/19,449
(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 Bank of Texas, NA and Mr.
Turner. Generally, the agreement provides that Mr. Turner will be employed Bank
of Texas, NA for three years at his existing level of compensation and that,
upon termination of the agreement, Mr. Turner will not compete with Bank of
Texas, NA in the Dallas-Ft. Worth area for an additional two years during which
Mr. Turner will be paid one-half his base salary.
<PAGE>
An employment agreement is in effect between Bank of Texas, NA and Mr.
Stahnke. Generally, the agreement provides that Mr. Stahnke will be employed by
Bank of Texas, NA for three years at his existing level of compensation and
that, upon termination of the agreement, Mr. Stahnke will not compete with Bank
of Texas, NA in the Dallas-Ft. Worth area for an additional two years during
which Mr. Stahnke will be paid one-half his base salary.
An employment agreement is in effect between BOK Financial and Mr.
Hargis. Generally, the agreement provides that Mr. Hargis will be employed by
BOK Financial in the position of Vice Chairman for five years. BOK Financial may
terminate the agreement without cause subject to payment of the agreed annual
compensation and benefits for the remaining contract term.
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 1997 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, 1997.
<TABLE>
10/29/91 12-31-91 12-31-92 12-31-93 12-31-94 12-31-95 12-31-96 12-31-97
-------- -------- -------- -------- -------- -------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
BOKF $100.00 $138.69 $229.37 $271.96 $226.36 $227.32 $324.20 $480.01
NASDQ Bank Stocks 100.00 107.33 156.22 178.16 177.51 264.36 349.02 589.63
KBW 50 Bank 100.00 100.74 128.37 135.48 128.57 205.92 291.29 425.84
NASDAQ (CRSP U.S. 100.00 110.23 128.29 147.27 143.96 203.59 250.41 307.29
Company)
</TABLE>
* 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, (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, and (v) on November 19, 1997, the Company paid a 3% dividend on BOK
Financial Common Stock outstanding as of November 19, 1997, 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 1997 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.
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 1997. 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 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 $55.2 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 $0.8 million, $3.3 million, $1.4
million, $2.4 million and $4.0 million for 1997, 1996, 1995, 1994, and 1993
respectively. On March 4, 1997, Kaiser Financial Corporation (an affiliate of
Mr. Kaiser) purchased from BOK Financial at face value a $20 million
Subordinated Debenture which was later repaid in 1997. BOk reimbursed Mr. Kaiser
for certain legal expenses associated with an action in which both BOk and Mr.
Kaiser were named defendants. BOk leases office space in office buildings owned
by Mr. Kaiser and affiliates.
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.
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 1998. 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.
<PAGE>
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 1999 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 11, 1998.
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.
