<PAGE> 1
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14 (a) of the
Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, For Use of
the only (as permitted by
Rule 14
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
BOK FINANCIAL CORPORATION
- -------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
N/A
- -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6 (i) (4) and 0-12.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value or transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined);
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11 (a) (2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
March 25, 1999
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 Williams
Theatre, Williams Resource Center, Bank of Oklahoma Tower, Tulsa, Oklahoma on
Tuesday, April 27, 1999, 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, 1998.
We look forward to seeing you at the meeting.
Sincerely,
------------------------------------------
George B. Kaiser, Chairman of the
Board of Directors
------------------------------------------
Stanley A. Lybarger, President and
Chief Executive Officer
<PAGE> 3
BOK FINANCIAL CORPORATION
BANK OF OKLAHOMA TOWER
TULSA, OKLAHOMA 74172
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 27, 1999
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 Williams
Theatre, Williams Resource Center, Bank of Oklahoma Tower, Tulsa, Oklahoma on
Tuesday, April 27, 1999, at 11:00 a.m. local time, for the following purposes:
1. To fix the number of directors to be elected at twenty-seven (27)
and to elect twenty-seven (27) 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 12, 1999 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 25, 1999
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> 4
BOK FINANCIAL CORPORATION
PROXY STATEMENT
BOK FINANCIAL CORPORATION
BANK OF OKLAHOMA TOWER
TULSA, OKLAHOMA 74172
ANNUAL MEETING OF SHAREHOLDERS
April 27, 1999
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 27,
1999, at 11:00 a.m. local time in the Williams Theatre, Williams Resource
Center, Bank of Oklahoma Tower, Tulsa, Oklahoma. This Proxy Statement will be
mailed on or about March 25, 1999 to holders of record of Common Stock as of
the close of business on March 12, 1999.
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-seven (27)
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, 1998, 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 12, 1999 as the record date for the determination of shareholders
entitled to notice of and to vote at the Annual Meeting. On March 1, 1999, the
Company had outstanding approximately 45,100,440 shares of Common Stock
entitled to vote. Each outstanding share of Common Stock entitles the holder to
one vote. The presence in person or by proxy of the holders of one-third of the
outstanding shares of Common Stock is necessary to constitute a quorum at the
Annual Meeting. The vote of a majority of the shares present at the meeting, in
person or by proxy, is necessary
<PAGE> 5
to elect directors. George B. Kaiser (herein sometimes called "Kaiser")
currently owns approximately 78.6% of the outstanding Common Stock and plans to
vote in person at the meeting.
ELECTION OF DIRECTORS
Twenty-seven (27) 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-seven (27) nominees
consist of twenty-four (24) persons currently serving as directors of the
Company and three (3) 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, 1999. 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>
<CAPTION>
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 63 Chairman, Chief Executive Officer and director 1992
of Phillips Petroleum Company (diversified
company primarily engaged in oil and gas
exploration, production, refining and marketing
and pipeline system operations domestically
and internationally); previously, Member, Board
of Directors of Federal Reserve Bank of Kansas
City, 1993-1995.
C. Fred Ball, Jr. 54 President and Chief Executive Officer of BOKF Nominee
Financial's subsidiary, Bank of Texas, NA;
responsible for Commercial Banking in Dallas area
for BOKF; previously, Mr. Ball served as Vice
President of Comerica Bank-Texas and later
President of Comerica Securities, Inc. where he
was employed from 1991 until joining Bank of
Texas in 1997.
</TABLE>
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<TABLE>
<S> <C> <C> <C>
James E. Barnes 65 Retired Chairman of the Board, President and 1991
Chief Executive Officer of MAPCO, Inc. which
has merged with Williams, Inc. Mr. Barnes is
also a director of Parker Drilling Co., Kansas
City Southern Industries, Inc. and SBC
Communications, Inc.
Sharon J. Bell 48 Attorney and Managing Partner, Rogers and Bell 1993
(Tulsa, Oklahoma); Trustee and General
Counsel, Chapman -McFarlin Interests; formerly
a Director and President of Red River Oil
Company (oil and gas exploration and
development).
Luke R. Corbett 52 Chairman and Chief Executive Officer of Kerr-McGee Nominee
Corporation.
Robert H. Donaldson 55 Professor and former President, University of 1995
Tulsa, Tulsa, Oklahoma.
William E. Durrett 68 Senior Chairman of the Board of American 1991
Fidelity Corporation (insurance holding
company), and American Fidelity Assurance
Company (a registered investment advisor). Mr.
Durrett is also a director of Oklahoma Gas &
Electric Company and Chairman of the Board of
Integris Health.
James O. Goodwin 59 Chief Executive Officer, The Oklahoma Eagle 1995
Publishing Co.; Sole Proprietor, Goodwin &
Goodwin Law Firm (Tulsa, Oklahoma).
V. Burns Hargis 53 Vice Chairman, BOK Financial and Bank of 1993
Oklahoma and Director of BOSC; formerly,
Attorney and of Counsel to the law firm of
McAfee & Taft (Oklahoma City, Oklahoma).
Howard E. Janzen 45 President and Chief Executive Officer, 1998
Williams Communications, a subsidiary of
Williams, Inc.
E. Carey Joullian, IV 38 President, Mustang Fuel Corporation and 1995
Subsidiaries; President and Manager, Joullian
& Co., Inc.
George B. Kaiser 56 Chairman of the Board of BOK Financial and 1990
BOk; President and principal owner of
Kaiser-Francis Oil Company, an independent oil
and gas exploration and production company,
and Fountains Continuum of Care, Inc., a
subsidiary of Kaiser-Francis, which holds
interests in senior housing communities.
</TABLE>
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<TABLE>
<S> <C> <C> <C>
Robert J. LaFortune 72 Self-employed in investment and management of 1993
personal financial holdings. Mr. LaFortune is
also a director of Williams, Inc.
Philip C. Lauinger, Jr. 63 Chairman and Chief Executive Officer of 1991
Lauinger Publishing Company (investment and
advisory services to business publishing
industry); previously, Chairman of the Board
and Chief Executive Officer of PennWell
Publishing Co. (privately held magazine, book
and technical journal publishing company).
Stanley A. Lybarger 49 President and Chief Executive Officer of BOK 1991
Financial and BOk; previously President of BOk
Oklahoma City Regional Office and Executive
Vice President of BOk with responsibility for
corporate banking.
Frank A. McPherson 65 Retired Chairman of the Board and Chief 1996
Executive Officer of Kerr-McGee Corporation
(1983-1997); Member, Board of Directors of
Kimberly-Clark Corporation, Conoco Inc.,
Tri-Continental Corporation. Seligman Quality
Fund, Inc., Seligman Select Municipal Fund,
Inc., and Seligman Group of Mutual Funds. Mr.
McPherson is also a former director of the
Federal Reserve Bank of Kansas City.
Steven E. Moore 52 Chairman, President and Chief Executive 1998
Officer of OGE 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.
J. Larry Nichols 56 President and Chief Executive Officer Devon 1997
Energy Corporation; Director, Independent
Petroleum Association of America, Domestic
Petroleum Counsel; Smedvig ASA, CMI
Corporation, Caribou Communications Company;
Board of Governors, American Stock Exchange,
L.L.C.
Ronald J. Norick 57 Controlling Manager, Norick Investments Nominee
Company, LLC. (family investment management);
previously Mayor of Oklahoma City from 1987
until 1998 and President of Norick Brothers,
Inc. (automotive accounting systems) from 1981
to
</TABLE>
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<TABLE>
<S> <C> <C> <C>
1992; Director, Sport Haley, Inc., Oklahoma
Medical Holdings, Ltd., Oklahoma City Chamber
of Commerce; Executive Committee, Oklahoma
City University.
Robert L. Parker, Sr. 75 Chairman and Director, Parker Drilling Co. 1991
(oil and gas drilling contractor); Director,
Weatherford-Enterra Corp., Clayton Williams
Energy, Inc. and Norwest Bank of
Texas-Kerrville.
James W. Pielsticker 60 President, Arrow Trucking Co. 1996
E. C. Richards 49 Executive Vice President and Chief Operating 1997
Officer for Sooner Pipe and Supply
Corporation.
James A. Robinson 70 Self-employed in investment and management of 1993
personal financial holdings and in ranching
business.
L. Francis Rooney, III 45 Chairman of the Board and Chief Executive 1995
Officer, Manhattan Construction Company.
David J. Tippeconnic 59 President, Chief Executive Officer and 1998
Director, CITGO Petroleum Corporation;
Director, America Petroleum Institute, St.
Francis Health Systems, Boy Scouts of America
and Southdown, Inc.
Tom E. Turner 59 Chairman, Bank of Texas, N.A. Prior to joining 1998
Bank of Texas, he served as Chairman and Chief
Executive Officer of the First National Bank
of Park Cities in Dallas, Texas, which was
acquired by BOK Financial on February 12,
1997. Mr. Turner had been the Chief Executive
Officer of FNB Park Cities since 1984.
Robert L. Zemanek 49 President, Energy Delivery, Central & South 1994
West Services; previously, President, Chief
Executive Officer and Director, Public Service
Company of Oklahoma (electric public utility);
Director,Central and South West Service, Inc.
(holding company), Ash Creek Mining Company,
and University of Tulsa.
</TABLE>
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<PAGE> 9
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
As of March 1, 1999, the Company had 45,100,440 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, 1999, 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.
<TABLE>
<CAPTION>
NAME OF BENEFICIAL OWNER AMOUNT AND NATURE OF (1) PERCENT OF CLASS (2)
- ------------------------ BENEFICIAL OWNERSHIP --------------------
-------------------------
<S> <C> <C>
W. Wayne Allen 3,650 *
C. Fred Ball, Jr. 2,540(3) *
James E. Barnes 2,698 *
Sharon J. Bell 72,242(4) *
Luke R. Corbett 168 *
Glenn A. Cox 6,464 *
Robert H. Donaldson 794 *
William E. Durrett 124,150(5) *
James O. Goodwin 2,310 *
V. Burns Hargis 5,278(6) *
Eugene A. Harris 56,991(7) *
Howard E. Janzen 244 *
E. Carey Joullian, IV 6,212(8) *
George B. Kaiser 40,136,388 78.6%
Robert J. LaFortune 159,928 *
Philip C. Lauinger, Jr. 2,814 *
Stanley A. Lybarger 189,370(10)(11) *
Frank A. McPherson 2,264 *
Steven E. Moore 326 *
J. Larry Nichols 552 *
Ronald J. Norick 4 *
Robert L. Parker, Sr. 9,204(12) *
James W. Pielsticker 1,748 *
E. C. Richards 3,102 *
James A. Robinson 43,704 *
L. Francis Rooney, III 671,964(13) 1.5%
Norman W. Smith 62,584(14) *
David J. Tippeconnic 326 *
Tom E. Turner 2,058(15) *
James A. White 108,256(16) *
Robert L. Zemanek 2,456 *
All directors, nominees and
executive officers as a group
(31 persons including the above) 41,680,789 81.6%
</TABLE>
*Less than one percent (1%)
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<PAGE> 10
(1) Except as otherwise indicated, all shares are beneficially owned and
the sole investment and voting power is held by the person named.
Share ownership has been adjusted to reflect a two-for-one Common
Stock split in the form of a 100% stock dividend paid on February 22,
1999.
(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) Excludes options to purchase 27,280 shares pursuant to the 1997 Awards
under the BOKF 1997 Stock Option Plan; excludes options to purchase
26,000 shares pursuant to 1998 awards under the 1997 Stock Option Plan.
(4) Includes 2,410 shares owned by spouse. Also includes (i) 15,908 shares
owned by the J. A. Chapman and Leta M. Chapman Trust (1949), of which
Ms. Bell is individual trustee, and (ii) 18,400 shares owned by the
Leta McFarlin Chapman Memorial Trust (1974), of which Ms. Bell is
co-trustee.
(5) Includes 115,078 shares indirectly owned by American Fidelity
Assurance Company, 485 shares indirectly owned by CPROP, INC., 174
shares indirectly owned by CELP, and 1,360 shares indirectly owned by
CAMCO.
(6) Includes options to purchase 2,942 shares and excludes 17,658 granted
pursuant to the 1997 Awards under the BOKF 1997 Stock Option Plan;
excludes options to purchase 18,000 shares granted pursuant to the
1998 Awards under the BOKF 1997 Stock Options Plan.
(7) Includes options to purchase 10,236 shares and excludes options to
purchase 3,412 shares of BOKF Common Stock granted pursuant to 1992
Awards under the BOKF 1992 Stock Option Plan; includes options to
purchase 10,234 shares and excludes options to purchase 6,824 shares
of BOKF Common Stock granted pursuant to 1993 Awards under the BOKF
1993 Stock Option Plan; includes options to purchase 9,646 shares and
excludes options to purchase 9,648 shares of BOKF Common Stock granted
pursuant to 1994 Awards under the BOKF 1994 Stock Option Plan;
includes options to purchase 7,024 shares and excludes options to
purchase 9,368 shares granted pursuant to 1995 Awards under the BOKF
1994 Stock Option Plan; includes options to purchase 5,620 shares and
excludes options to purchase 14,048 shares granted pursuant to the
1996 Awards under the BOKF 1994 Stock Option Plan; includes options to
purchase 2,728 and excludes options to purchase 16,368 shares granted
pursuant to 1997 Awards under the BOKF 1997 Stock Option Plan;
excludes options to purchase 15,000 shares granted pursuant to 1998
Awards under the BOKF 1998 Stock Option Plan.
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<PAGE> 11
(8) Includes 2,314 shares owned by Joullian & Co., Inc. Also includes 516
shares indirectly owned as trustee for E.C. Joullian V. 516 shares
indirectly owned as trustee for Laura L. Joullian and 516 shares
indirectly owned as trustee for Ann P. Joullian.
(9) Mr. Kaiser's address is P. O. Box 21468, Tulsa, OK 74121-1468.
Includes 5,962,832 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 2.39
shares of Common Stock for each 100 shares of Series A Preferred Stock
which has been adjusted to account for the two for one stock split
which was issued February 22, 1999 and also 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, November 19, 1997 and November 25, 1998 BOKF 3% Common Stock
Dividends payable by the issuance of BOKF Common Stock.
(10) Includes 11,418 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 11,418 shares.
(11) Includes options to purchase 20,470 shares and excludes options to
purchase 6,824 shares, of BOKF Common Stock pursuant to 1992 Awards
under the BOKF 1992 Stock Option Plan; includes options to purchase
20,468 shares and excludes options to purchase 13,648 shares of BOKF
Common Stock pursuant to 1993 Awards under the BOKF 1993 Stock Option
Plan; includes options to purchase 24,118 shares and excludes options
to purchase 24,118 shares of BOKF Common Stock granted pursuant to
1994 Awards under the BOKF 1994 Stock Option Plan; includes options to
purchase 23,416 shares and excludes options to purchase 31,222 shares
granted pursuant to the 1995 Awards under the BOKF 1994 Stock Option
Plan; includes options to purchase 15,612 shares and excludes options
to purchase 39,026 shares granted pursuant to the 1996 Awards under
the BOKF 1994 Stock Option Plan; includes options to purchase 7,580
shares and excludes options to purchase 45,466 shares granted pursuant
to the 1997 Awards under the BOKF 1997 Stock Option Plan; excludes
options to purchase 50,000 shares granted pursuant to the 1998 Awards
under the 1997 Stock Option Plan.
(12) Includes 6,522 shares indirectly owned by Mr.Parker as Co-Trustee for
the Robert L. Parker Trust dated February 10, 1967.
(13) Includes 179,192 shares owned by Rooney Brothers Company and 440 shares
held in L.F. Rooney IRA.
(14) Includes options to purchase 6,824 shares and excludes options to
purchase 3,412 shares of BOKF Common Stock pursuant to 1992 Awards
under the BOKF 1992 Stock Option Plan; includes options to purchase
10,234 shares and excludes options to purchase 6,824 shares of BOKF
Common Stock pursuant to 1993 Awards under the BOKF 1993 Stock Option
Plan; includes options to purchase 9,646 shares and excludes options to
purchase
-8-
<PAGE> 12
9,648 shares of BOKF Common Stock granted pursuant to 1994 Awards
under the BOKF 1994 Stock Option Plan; includes options to purchase
8,428 shares and excludes options to purchase 11,240 shares granted
pursuant to 1995 Awards under the BOKF 1994 Stock Option Plan;
includes options to purchase 6,868 shares and excludes options to
purchase 17,172 shares granted pursuant to the 1996 Awards under the
BOKF 1994 Stock Option Plan; includes options to purchase 3,334
shares and excludes options to purchase 20,0006 shares granted
pursuant to the 1997 Awards under the BOKF 1997 Stock Option Plan;
excludes options to purchase 20,000 shares granted pursuant to the
1998 Awards under the 1997 Stock Option Plan.
(15) Excludes options to purchase 6,000 shares granted pursuant to the
1998 Awards under the BOKF 1997 Stock Option Plan. Includes 972
shares held in the BOKF Thrift Plan.
(16) Includes options to purchase 7,164 shares and excludes options to
purchase 2,388 shares of BOKF Common Stock pursuant to the 1992
Awards under the BOKF 1992 stock Option Plan; includes options to
purchase 10,234 shares and excludes options to purchase 6,824 shares
of BOKF Common Stock pursuant to the 1993 Awards under BOKF 1993
Stock Option Plan; includes options to purchase 9,646 shares and
excludes options to purchase 9,648 shares of BOKF Common Stock
granted pursuant to 1994 Awards under the BOKF 1994 Stock Option
Plan; includes options to purchase 7,492 shares and excludes options
to purchase 9,992 shares granted pursuant to 1995 Awards under the
BOKF 1994 Stock Option Plan; includes options to purchase 5,932
shares and excludes options to purchase 14,830 shares granted
pursuant to the 1996 Awards under the BOKF 1994 Stock Option Plan;
includes options to purchase 2,880 shares; excludes options to
purchase 17,278 shares granted pursuant to the 1997 Awards under the
BOKF 1997 Stock Option Plan; excludes options to purchase 19,000
shares granted pursuant to the 1998 Awards under the 1997 Stock
Option Plan; includes 6,084 shares which Mr. White may acquire
through conversion of 254,560 shares of BOK Financial Series A
Preferred Stock.
COMMITTEES; MEETINGS
During 1998, the Board of Directors of BOK Financial had a standing
Risk Oversight and Audit Committee comprised solely of outside directors. The
Committee is responsible for recommending the selection of independent auditors
and supervising internal auditors. The Committee also reviews the results of
internal and independent audits and reviews accounting principles and practices.
The Committee was responsible for fulfilling the trust audit requirements
established by 12 CFR Section 9.9. The Committee consisted of Ms. Bell and
Messrs. Cox, Graham, LaFortune, Lauinger, Lopez , McPherson (Chairman), Moore,
and Tippeconnic. The Committee met five (5) times during 1998. The Risk
Oversight & Audit Committee intends to meet at least five (5) times in 1999.
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.
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<PAGE> 13
The entire Board of Directors of BOK Financial met four (4) times
during 1998. All directors of BOK Financial attended 75% of the aggregate of
all meetings of the Board of Directors and committees on which they served,
except Messrs. Allen, McPherson, Nichols, Pielsticker, and Richards, who were
unable to attend 75% of the BOK Financial meetings due to business conflicts.
Messrs. McPherson and Pielsticker did, however, attend eight of eleven BOk
Board of Directors meetings and Messr. Richards attended seven of eleven BOk
Board of Directors meetings. BOk is BOK Financial's principal operating
subsidiary.
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:
C. FRED BALL, JR., age 55, is President and CEO of the Bank of Texas
and is responsible for Commercial Banking in the Dallas area. Before joining
Bank of Texas in 1997, he was Executive Vice President of Comerica Bank-Texas
and later President of Comerica Securities Inc.
JEFFERY R. DUNN, age 36, is Chairman and President of Bank of
Arkansas. Prior to becoming President of Bank of Arkansas, he served as Senior
Vice President of Commercial Lending. He has been with Bank of Oklahoma for 10
years.
PAUL M. ELVIR, age 58, 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 43, President, BOk Oklahoma City and Commercial
Banking Manager, Oklahoma City. Mr. Funke is also responsible for BOk's
Business Banking Group, which manages BOk's statewide small business banking
efforts and all of our Community Banking Offices. He joined BOk in 1984 as Vice
President in the financial institutions department and was named to his current
position in 1997. Before joining BOk, he was a commercial lender with Republic
Bank in Houston for seven years.
V. BURNS HARGIS, age 53, is Vice Chairman, BOK Financial and Bank of
Oklahoma and Director of BOSC, Inc. Mr. Hargis joined BOk in November, 1997.
Previously, Mr. Hargis was an attorney with the law firm of McAfee & Taft
(Oklahoma City, Oklahoma).
EUGENE A. HARRIS, age 56, 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.
H. JAMES HOLLOMAN, age 47, is Executive President of BOk and Manager
of the Trust Division. Before joining Bank of Oklahoma, he spent 12 years at
First Union National Bank in Charlotte, NC. Mr. Holloman has been with Bank of
Oklahoma since 1985.
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<PAGE> 14
GEORGE B. KAISER, age 56, Chairman of the Board of BOK Financial and
BOk; President and principal owner of Kaiser-Francis Oil Company, an
independent oil and gas exploration and production company, and Fountains
Continuum of Care, Inc., a subsidiary of Kaiser-Francis, and which holds
interests in senior housing communities.
DAVID L. LAUGHLIN, age 46, Senior Vice President, and President of the
Mortgage Banking Division. He joined BOk in 1986 as the Secondary Marketing
Manager, in charge of retail production and secondary marketing, and became
President of Mortgage Banking in 1993. He has served two terms on the Fannie
Mae Advisory Board and is a past President of the Oklahoma Mortgage Bankers'
Association and the Tulsa Mortgage Bankers Association.
Mr. Laughlin has been with BOk for 12 years.
STANLEY A. LYBARGER, age 49, President and Chief Executive Officer of
both BOK Financial and BOk. Mr. Lybarger has been with BOk for 25 years.
Previously, he was President of Bank of Oklahoma's Oklahoma City Regional
Office and Executive Vice President of Bank of Oklahoma with responsibility for
corporate banking.
JOHN C. MORROW, age 43, is Senior Vice President and serves as
Director of Financial Accounting and Reporting. He joined Bank of Oklahoma in
1993. He was previously with Ernst & Young, L.L.P. for 10 years.
STEVEN E. NELL, age 37, is Senior Vice President and serves as
Corporate Controller. He joined Bank of Oklahoma in 1992. He was previously
with Ernst & Young, L.L.P. for 8 years.
W. JEFFREY PICKRYL, age 47, is Executive Vice President responsible
for Commercial Banking in Tulsa, as well as statewide energy and real estate
lending. Before joining Bank of Oklahoma in 1997, he was president and Chief
Credit Officer for Liberty Bancorp, Inc. where he worked for 14 years. He had
previously worked at Arizona Bank in Phoenix.
NORMAN W. SMITH, age 52, is Executive Vice President of BOk and
Manager of the Consumer Banking Division. Mr. Smith has been with BOk since
1991. Previously, Mr. Smith was Senior Vice President, Retail Banking,
Ameritrust Bank, Cleveland, Ohio.
GREGORY K. SYMONS, age 46, is President of the Bank of Albuquerque and
is responsible for commercial banking in New Mexico. He previously served as
Bank of Oklahoma's Senior Vice President. Mr. Symons has been with BOk for 22
years.
TOM E. TURNER, age 59, is Chairman, of the 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 55, 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 52, is Executive Vice President of Capital
Markets of BOk; Chairman, BOSC. Inc., Mr. Williamson has been with BOk for six
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 and Turner have employment agreements which are
discussed below on pages 14 and 15.
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<PAGE> 15
EXECUTIVE COMPENSATION
The following table sets forth summary information concerning the
compensation of those persons who were, at December 31, 1998, (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>
<CAPTION>
SUMMARY COMPENSATION TABLE(1) Long Term
Annual Compensation Awards(3)
----------------------------------------- ------------------
Name and Other Annual Options/ All Other
Principal Position Year Salary ($) Bonus ($) Compensation ($) SARs(#) Compensation($)(4)
- ------------------ ---- ---------- --------- ---------------- -------- ------------------
<S> <C> <C> <C> <C> <C> <C>
Stanley A. Lybarger 1998 $ 350,000 90,000 318,971 50,000 16,319
President & Chief 1997 325,000 76,250 140,834 50,000 15,558
Executive Officer, BOK 1996 300,000 60,000 40,662 50,000 15,000
Financial and BOk
Eugene A. Harris 1998 186,500 20,000 142,575 15,000 20,000
Executive Vice 1997 186,500 40,250 54,346 18,540 18,400
President, Credit 1996 179,250 28,000 20,518 18,000 16,730
Administration, BOk
Norman W. Smith 1998 180,000 50,000 136,286 20,000 15,040
Executive Vice 1997 174,000 45,250 42,698 22,660 14,100
President, Consumer 1996 163,000 33,000 34,411 22,000 13,616
Banking, BOk
Tom E. Turner 1998 261,300 60,000 39,753(2) 6,000 19,200
Chairman, 1997 261,300 0 36,139(2) 0 13,592
Bank of Texas
James A. White 1998 185,000 41,500 132,902 19,000 17,600
Executive Vice President 1997 174,000 40,250 48,385 19,570 16,640
and Chief Financial 1996 166,000 28,000 9,034 19,000 15,456
Officer, BOK Financial
and BOk
</TABLE>
(1) No Restricted Stock Awards or Long Term Incentive Plan payouts were
made in 1996, 1997 or 1998 and therefore no columns are included for
such items in the Summary Compensation Table. The Summary
Compensation Table has been adjusted to reflect a two-for-one Common
Stock split in the form of a 100% stock dividend paid on February 22,
1999.
(2) Reflects deferred compensation to which Mr. Turner is entitled
pursuant to a Defined Benefit Deferred Compensation and Salary
Continuation Agreement between Mr. Turner and Bank of Texas.
(3) After giving effect to November 18, 1993, November 17, 1994, November
27, 1995, November 27, 1996, November 19, 1997 and November 25,1998
3% BOKF Common Stock Dividends Payable in Kind in BOKF Common Stock.
(4) Amounts shown in this column are derived from the following: (i) Mr.
Lybarger, $9,000, 1996; $9,600, 1997; $9,600, 1998 - Company payment
to the defined benefit plan ("DBP"); $6,000, 1996; $5,958, 1997;
$6,719, 1998 - Company matching contributions to 401(K) Thrift Plan
("DCP"); (ii) Mr. Harris, $11,250, 1996; $12,000, 1997; $12,000, 1998
- DBP; $5,480, 1996; $6,400, 1997; $8,000, 1998 - DCP; (iii) Mr.
Smith, $10,958, 1996; $10,500, 1997; $11,200, 1998 - DBP; $2,658,
1996; $3,600, 1997; $3,840, 1998 - DCP; and (iv) Mr. Turner, $12,800,
1997; $12,800, 1998; - DBP; $792.00, 1997; $6,400, 1998; - DCP; and
(v) Mr. White $12,000 1996; $12,800, 1997; $12,800, 1998 - DBP;
$3,456, 1996; $3,840, 1997; 4,800, 1998 - DCP.
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<PAGE> 16
The following table sets forth certain information concerning stock
options granted to the Named Executive Officers during the 1998 fiscal year.
OPTIONS/SAR GRANTS IN LAST FISCAL YEAR (1)
<TABLE>
<CAPTION>
% of Total
Options/
SARs
Granted to
Employees Exercise or Grant Date
Options/SARs in Fiscal Base Price Expiration Present
Name Granted (#)(2) Year ($/Sh)(2) Date Value $(4)
- ---- -------------- ---------- ----------- ---------- ------------
<S> <C> <C> <C> <C> <C>
Stanley A. Lybarger 50,000 7.80% 22.05 (3) $302,000.00
Eugene A. Harris 15,000 2.34% 22.05 (3) $ 90,600.00
Norman W. Smith 20,000 3.12% 22.05 (3) $120,800.00
Tom E. Turner 6,000 .94% 22.05 (3) $ 36,240.00
James A. White 19,000 2.96% 22.05 (3) $114,760.00
</TABLE>
(1) The Options/SAR Grants in Last Fiscal Year table has been adjusted to
reflect a two-for-one Common Stock split in the form of a 100% stock
dividend paid on February 22, 1999.
(2) Granted pursuant to 1998 Awards under BOKF 1997 Stock Option Plan.
(3) One-seventh of the options granted pursuant to 1998 Awards under the
BOKF 1997 Stock Option Plan vest and become exercisable on December 3
of each year, commencing December 3, 1999. Vested options are
exercisable only during the three year period commencing on the
vesting date.
(4) 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; $22.05 underlying
price; $22.05 option price; 5.0% risk free rate of return; and no
dividends. The actual value, if any, an executive may realize will
depend on the excess of the stock price over the exercise price on the
date the option is exercised, so there is no assurance the value
realized by the named executive will be at or near the value estimated
by the Black-Scholes Model.
-13-
<PAGE> 17
The following table sets forth certain information concerning the
exercise of stock options by the Named Executive Officers during fiscal 1998
and the 1998 fiscal year-end value of unexercised options.
AGGREGATED OPTION/SAR EXERCISES IN
LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES (2)
<TABLE>
<CAPTION>
Value of
Number of Unexercised
Unexercised In the Money
Options/SARs Options/SARs at
at FY-End (#) FY-End ($)(2)
Shares Acquired Value Exercisable/ Exercisable/
Name On Exercise (#) Realized ($)(1) Unexercisable Unexercisable
---- --------------- --------------- ------------- -------------
<S> <C> <C> <C> <C>
Stanley A. Lybarger 21,684 $318,928.78 11,664/210,304 1,513,782/1,861,005
Eugene A. Harris 10,036 142,599.17 45,488/74,668 633,552/695,081
Norman W. Smith 10,038 136,313.14 45,334/88,302 612,659/785,070
Tom E. Turner 0 0.00 0/6,000 0/9,075
James A. White 9,012 132,902.04 43,348/79,960 591,628/706,251
</TABLE>
(1) The Aggregated Option /SAR Exercises in Last Fiscal Year and FY-End
Option/SAR Values table have been adjusted to reflect a two-for-one
Common Stock split in the form of a 100% stock dividend paid on February
22, 1999.
(2) 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.
A perpetual 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 at
Bank of Texas, NA for three years from February 12, 1997 at his existing level
of compensation and that, upon
-14-
<PAGE> 18
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.
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 from December 1,
1997. 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 1998 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.
-15-
<PAGE> 19
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 December 31,
1993 and ending December 31, 1998.
COMPARISON OF CUMULATIVE TOTAL RETURN
[GRAPH]
<TABLE>
<CAPTION>
12/31/93 12/31/94 12/31/95 12/31/96 12/31/97 12/31/98
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
BOKF 100.00 $ 83.31 $ 83.74 $ 119.53 $ 177.14 $ 221.73
NASDQ Bank Stocks 100.00 $ 99.64 $ 148.38 $ 195.91 $ 328.02 $ 324.90
KBW 50 Bank 100.00 $ 94.90 $ 151.99 $ 215.00 $ 314.32 $ 340.34
NASDQ (CRSP U.S. Company) 100.00 $ 97.75 $ 138.26 $ 170.01 $ 208.58 $ 293.21
</TABLE>
* Graph assumes value of an investment in the Company's Common Stock for
each index was $100 on December 31, 1993. The KBW 50 Bank index is the
Keefe, Bruyette & Woods, Inc. index, which is available only for
calendar quarter end periods. 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,
-16-
<PAGE> 20
(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, (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, and (vi) on November 25, 1998, the
company paid a 3% dividend on BOK Financial Common Stock outstanding
as of November 25, 1998. The graph has been adjusted to reflect a
two-for-one Common Stock split in the form of a 100% stock dividend
paid on February 22, 1999.
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 1998 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 1998. 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 $3.2 million, $0.8 million, $3.3
million, $1.4 million, $2.4 million and $4.0 million for 1998, 1997, 1996,
1995, 1994, and 1993 respectively. 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.
-17-
<PAGE> 21
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 1999.
Ernst & Young LLP have been auditors of the accounts of the Company since its
inception on October 24, 1990. Representatives of Ernst & Young LLP are
expected to be present at the Shareholders' Annual Meeting, with the
opportunity to make a statement if they desire to do so, and will be available
to respond to appropriate questions.
PROPOSALS OF SHAREHOLDERS
The Board of Directors will consider proposals of shareholders
intended to be presented for action at the Annual Meeting of Shareholders.
According to the rules of the Securities and Exchange Commission, such
proposals shall be included in the Company's Proxy Statement if they are
received in a timely manner and if certain other requirements are met. For a
shareholder proposal to be included in the Company's Proxy Statement relating
to the 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 17, 1999.
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, OR VIA E-MAIL THROUGH THE
BOKF WEB SITE LOCATED AT HTTP://WWW.BOKF.COM.
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<PAGE> 22
PROXY
BOK FINANCIAL CORPORATION
P.O. Box 2300
Bank of Oklahoma Tower
Tulsa, Oklahoma 74192
The undersigned hereby appoints Frederic Dorwart and Tamara R. Wagman as
Proxies, each with the power to appoint his or her substitute, and hereby
authorizes them to represent and to vote, as designated on the reverse side, all
the shares of common stock of BOK Financial Corporation held of record by the
undersigned on March 12, 1999, at the annual meeting of shareholders to be held
on April 27, 1999 or any adjournment thereof.
This proxy when property executed will be voted in the manner directed
herein by the undersigned stockholder. If no direction is made, this proxy will
be voted for all nominees listed.
(Continued, and to be signed on the other side.)
BOK FINANCIAL CORPORATION
P.O. Box 11386
NEW YORK, N.Y. 10200-0284
<PAGE> 23
The Annual Meeting of Shareholders will be held in the Williams Theatre,
Williams Resource Center, Bank of Oklahoma Tower, Tulsa, Oklahoma, on April
27, 1999 at 11 a.m. The map below shows the location of the BOk Tower and
convenient parking. Please present your parking ticket at the registration
table for free parking.
[MAP]
DETACH PROXY CARD HERE
<TABLE>
<S> <C> <C> <C> <C>
1. ELECTION OF DIRECTORS FOR all nominees WITHHOLD AUTHORITY to vote EXCEPTIONS
listed below for all nominees listed below.
Nominees: W. Wayne Allen, C. Fred Ball, Jr., James E. Barnes, Sharon J. Bell, Luke R. Corbett, Glenn A. Cox,
Robert H. Donaldson, William E. Durrett, James O. Goodwin, V. Burns Hargis, Eugene A. Harris, Howard E. Janzen,
E. Carey Joullian, IV, George B. Kaiser, Robert J. LaFortune, Philip C. Lauinger, Jr., Stanley A. Lybarger,
Frank A. McPherson, Steven E. Moore, J. Larry Nichols, Ronald J. Norick, Robert L. Parker, Sr., James W. Pielsticker,
E. C. Richards, James A. Robinson, L. Francis Rooney, III, Norman W. Smith, David J. Tippeconnic, Tom E. Turner,
James A. White, Robert L. Zemanek
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, MARK THE "EXCEPTIONS" BOX AND WRITE
THAT NOMINEES'S NAME IN THE SPACE PROVIDED BELOW).
Exceptions
-----------------------------------------------------------------------------------------------------------
2. In their discretion the Proxies are authorized PLEASE DETACH HERE
to vote upon such other business as may properly You Must Detach This Portion of the Proxy
come before the meeting. Card Before Returning in the Enclosed Envelope
CHANGE OF ADDRESS AND
OR COMMENTS MARK HERE
Please sign exactly as name appears hereon.
When shares are held by joint tenants, both should
sign. When signing as attorney, as executor,
administrator, trustee, or guardian, please give
full title as such. If a corporation, please sign
in full corporate name by President or other
authorized officer.
DATED:_____________________________________, 1999
-------------------------------------------------
Signature
-------------------------------------------------
(Additional signature if held jointly)
VOTE MUST BE INDICATED [X] IN BLACK OR BLUE INK.
Please Mark, Sign, Date and Return the Proxy Promptly Using the Enclosed Envelope
</TABLE>
