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As filed with the Securities and Exchange Commission on June 28, 2000
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
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A. Full title of the plan and the address of the plan:
BOK FINANCIAL THRIFT PLAN FOR HOURLY EMPLOYEES
Bank of Oklahoma Tower
Tulsa, Oklahoma 74192
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B. Name of issuer of the securities held pursuant to the plan and the address of
its principal executive office:
BOK Financial Corporation
Bank of Oklahoma Tower
Tulsa, Oklahoma 74192
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<PAGE>
Exhibit Number Description of Exhibit
23.0 Consent of Ernst & Young, LLP
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the employee benefit
plan) have duly caused this annual report to be signed on its behalf by
the undersigned hereunto duly authorized.
BOK FINANCIAL THRIFT PLAN FOR
HOURLY EMPLOYEES
Date: June 28, 2000 By: /s/ Gerald L. Hollingsworth
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Gerald L. Hollingsworth
Vice President,
Manager of Compensation and Benefits
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BOK Financial Thrift Plan for Hourly Employees
Financial Statements
and Supplemental Schedule
As of and for the Year ended
December 31, 1999
Index to Financial Statements
Report of Independent Auditors................................................1
Audited Financial Statements
Statement of Net Assets Available for Benefits................................2
Statement of Changes in Net Assets Available for Benefits.....................3
Notes to Financial Statements.................................................4
Supplemental Schedule
Schedule H; Line 4i-Schedule of Assets Held for
Investment Purposes at End of Year........................................9
<PAGE>
Report of Independent Auditors
The Plan Administrative Committee
BOK Financial Thrift Plan for Hourly Employees
We have audited the accompanying statement of net assets available for benefits
of the BOK Financial Thrift Plan for Hourly Employees as of December 31, 1999
and the related statement of changes in net assets available for benefits for
the year ended December 31, 1999. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits at December 31,
1999, and the changes in its net assets available for benefits for the year
ended December 31, 1999, in conformity with accounting principles generally
accepted in the United States.
Our audit was performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedule of assets
held for investment purposes at end of year as of December 31, 1999, is
presented for purposes of additional analysis and is not a required part of the
financial statements but is supplementary information required by the Department
of Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. This supplemental schedule is the
responsibility of the Plan's management. The supplemental schedule has been
subjected to the auditing procedures applied in our audit of the financial
statements and, in our opinion, is fairly stated in all material respects in
relation to the financial statements taken as a whole.
/s/ Ernst & Young LLP
Tulsa, Oklahoma
May 19, 2000
1
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BOK Financial Thrift Plan for Hourly Employees
Statement of Net Assets Available for Benefits
December 31, 1999
Assets
Investments, at fair value:
BOK Financial Corporation Common Stock $14,908
American Performance Mutual Funds:
Growth Equity Fund 699
Equity Fund 7,250
Cash Management Fund 1,356
Intermediate Bond Fund 3,672
SEI Mutual Funds:
S&P 500 Index Fund 14,637
Stable Asset Fund 3,178
Equity Income Fund 7,226
AA Mutual Funds:
AA Balanced Fund 2,107
AA International Equity Fund 1,909
Neuberger and Berman Genesis Trust Mutual Fund 3,190
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Total investments 60,132
Cash and cash equivalents 3,633
Accrued interest receivable 44
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Total assets 63,809
Liabilities
Due to broker 3,334
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Net assets available for benefits $60,475
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See accompanying notes.
2
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BOK Financial Thrift Plan for Hourly Employees
Statement of Changes in Net Assets Available for Benefits
Year ended December 31, 1999
Additions to net assets attributed to:
Interest and dividends $ 581
Net appreciation in fair value of investments 269
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Total investment income 850
Contributions:
Participant 48,196
Employer 18,511
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66,707
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Total additions 67,557
Deductions from net assets attributed to:
Benefits paid directly to participants 7,082
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Net increase 60,475
Net assets available for benefits at beginning of year -
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Net assets available for benefits at end of year $60,475
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See accompanying notes.
3
<PAGE>
BOK Financial Thrift Plan for Hourly Employees
Notes to Financial Statements
December 31, 1999
1. Description of Plan
The following description of the BOK Financial Thrift Plan for Hourly Employees
(the "Plan") provides only general information. Participants should refer to the
Summary Plan Description or the Plan document for a more complete description of
the Plan's provisions.
General
Effective January 1, 1999, through a resolution of the Board of Directors dated
July 1, 1999, the BOK Financial Thrift Plan for Hourly Employees was
established. The Plan is a 401(k) defined contribution plan for eligible
employees of BOK Financial Corporation ("BOKF") and its subsidiaries and
affiliates (collectively, the "Employer" or "Company"). The Plan is administered
by Bank of Oklahoma.
Eligibility
All employees of the Employer who are compensated on an hourly basis except
those covered under a collective bargaining agreement and those treated as an
independent contractor are eligible to participate at age 21 and after one year
of service (equivalent to 1,000 hours).
Contributions
Participants may contribute up to 12% of their compensation (as defined in the
Plan) on a pre-tax basis, pursuant to a salary reduction agreement filed with
the Plan Administrator, and/or on an after-tax basis to various fund options
provided by the Plan as directed by the participant. The sum of the percentage
of pre-tax and after-tax contributions shall not exceed 20% of each
participant's compensation.
The Employer may contribute out of net current profits and earned surplus a
matching contribution. The matching contribution may be made in cash or in
shares of BOKF Common Stock. In 1999 the matching contribution was made in cash.
The amount of the
4
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1. Description of Plan (continued)
Employer's matching contribution is determined by the participant's years of
service. The Employer contribution ranges from $.40 to $1.00 for each dollar of
the participant's contribution, up to 5% of compensation, based on years of
service as follows:
Years of Service Matching Percentage
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Less than three years 40%
At least three, but less than seven, years 60%
At least seven, but less than ten, years 80%
Ten or more years 100%
Participant Accounts
Each participant's account is credited with the participant's contribution and
allocations of (a) the Company's contribution and (b) Plan earnings. Allocations
are based on participant earnings or account balances, as defined. The benefit
to which a participant is entitled is the benefit that can be provided from the
participant's vested account.
Vesting
The participants vest in matching contributions made by the Employer based upon
the years of service as defined by the Plan. Participants are 100% vested upon
completion of five years of service and are immediately vested in their deferred
(pre-tax) contributions, voluntary contributions, and the actual earnings
thereon.
Participant Notes Receivable
The Plan may make loans to participants in amounts not less than $1,000 and not
to exceed the lesser of $50,000 or fifty percent of the participant's vested
account balance. Loans will bear interest based on the current banking prime
rate and may not exceed a five-year term, unless it is used to acquire the
primary residence of the participant, in which case the maximum term may be 25
years. The loans are secured by the balance in the participant's account.
Interest rates range from 6% to 12%. Repayment is made by payroll withholdings
of level installments of principal and interest.
5
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1. Description of Plan (continued)
Payment of Benefits
A participant who terminates employment with a vested account balance less than
$5,000 will receive a lump-sum payment. If the participant has a vested balance
which exceeds $5,000, the plan will make a distribution only with the consent of
the participant at any time prior to the earlier of the participant's 65th
birthday or death. In lieu of a lump-sum payment, a participant who terminates
employment as an employee after his 65th birthday or after attaining age 60 and
completing 10 years of service shall be entitled to elect monthly, quarterly,
semi-annual or annual installment payments to be paid over a period not to
exceed 10 years from the benefit commencement date. The installments may be
accelerated at the direction of the participant.
Forfeited Accounts
Forfeited balances of terminated participants' nonvested accounts are utilized
to pay administrative costs or to reduce Employer contributions. Employer
contributions for 1999 have been reduced by forfeitures of $525.
2. Summary of Accounting Policies
Basis of Accounting
The financial statements of the Plan are prepared on the accrual method of
accounting.
Investment Valuation and Income Recognition
BOKF Common Stock is stated at fair value based on the last reported sales price
on the last business day of the Plan year, as quoted by a national securities
exchange. The fair values of mutual funds are based on quoted market prices
which represents the current net asset shares held by the Plan. The participant
notes receivable are valued at cost which approximates fair value. Cash and cash
equivalents include highly liquid short-term investments which have a maturity
of ninety days or less when acquired and are valued at cost which approximates
fair value.
Purchases and sales of securities are recorded on a trade-date basis. Dividends
are recorded on the ex-dividend date.
6
<PAGE>
2. Summary of Accounting Policies (continued)
Administrative Expenses
The Employer pays all administrative expenses except for loan origination fees,
which are paid by participants.
Use of Estimates
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
that affect the amounts reported in the financial statements and accompanying
notes. Actual results could differ from those estimates.
3. Investments
The Plan's investments are held by a bank administered trust fund at Bank of
Oklahoma, N.A. Trust Division (the "Trustee"). During 1999, the Plan's
investments (including gains and losses on investments bought and sold, as well
as held during the year) appreciated (depreciated) in value as follows:
BOK Financial Corporation Common Stock $(1,931)
American Performance Mutual Funds 612
SEI Mutual Funds 1,319
American AAdvantage Funds 95
Neuberger and Berman Genesis Trust Mutual 174
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$ 269
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4. Plan Termination
The Employer expects to continue the Plan indefinitely. However, the Employer
reserves the right to discontinue the Plan or to amend the Plan, in whole or in
part, from time-to-time. In the event of Plan termination, participants will
become 100% vested in their accounts.
7
<PAGE>
5. Tax Status
The Plan has received a determination letter from the Internal Revenue Service,
dated November 24, 1999, stating that the Plan is qualified under Section 401(e)
of the Internal Revenue Code ("IRC") and, therefore, the related trust is exempt
from taxation. Once qualified, the Plan is required to operate in conformity
with the IRC to maintain its qualification. The Plan Administrator believes the
Plan is being operated in compliance with the applicable requirements of the IRC
and, therefore believes that the Plan is qualified and the related trust is tax
exempt.
8
<PAGE>
Supplemental Schedule
BOK Financial Thrift Plan for Hourly Employees
EIN: 73-0780382 Plan #: 004
Schedule H; Line 4i-chedule of Assets Held for Investment Purposes at
End of Year
December 31, 1999
(c)
Description of Investment (e)
(b) Including Maturity Date, Rate Current
(a) Identity of Issuer of Interest, or Maturity Value Value
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* BOK Financial Corporation
Common Stock Common stock $14,908
* American Performance Mutual Funds:
Growth Equity Fund Open-end mutual funds 699
Equity Fund Open-end mutual funds 7,250
Cash Management Fund Open-end mutual funds 1,356
Intermediate Bond Fund Open-end mutual funds 3,672
SEI Mutual Funds:
S&P 500 Index Fund Open-end mutual funds 14,637
Stable Asset Fund Open-end mutual funds 3,178
Equity Income Fund Open-end mutual funds 7,226
AA Mutual Funds:
AA Balanced Fund Open-end mutual funds 2,107
AA International Equity Fund Open-end mutual funds 1,909
Neuberger and Berman Genesis
Trust Mutual Fund Open-end mutual funds 3,190
Cash equivalents Open-end mutual funds 380
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$60,512
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*Denoted Party-in-interest
Column (d) is not applicable.
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