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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 SALARIED 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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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
SALARIED EMPLOYEES
Date: June 28, 2000 By: /s/ Gerald L. Hollingsworth
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Gerald L. Hollingsworth
Vice President,
Manager of Compensation and Benefits
<PAGE>
BOK Financial Thrift Plan for Salaried Employees
(formerly BOK Financial Thrift Plan)
Financial Statements
and Supplemental Schedule
As of December 31, 1999 and 1998
and for the Year ended December 31, 1999
Index to Financial Statements
Report of Independent Auditors................................................1
Audited Financial Statements
Statements 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 Salaried Employees
We have audited the accompanying statements of net assets available for benefits
of the BOK Financial Thrift Plan for Salaried Employees (formerly BOK Financial
Thrift Plan) as of December 31, 1999 and 1998, 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 audits.
We conducted our audits 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 audits provide 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 1998, 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 audits were 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
<PAGE>
BOK Financial Thrift Plan for Salaried Employees
(formerly BOK Financial Thrift Plan)
Statements of Net Assets Available for Benefits
December 31
1999 1998
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Assets
Investments, at fair value:
BOK Financial Corporation Common Stock $ 9,368,883 $ 9,556,195
American Performance Mutual Funds:
Aggressive Growth Fund - 3,888,136
Growth Equity Fund 980,973 -
Equity Fund 8,465,139 8,284,024
Cash Management Fund 4,008,257 3,516,960
Intermediate Bond Fund 3,871,612 4,623,873
SEI Mutual Funds:
S&P 500 Index Fund 20,321,862 14,202,355
Stable Asset Fund 4,069,341 3,698,497
Equity Income Fund 3,952,215 3,817,663
AA Mutual Funds:
AA Balanced Fund 1,133,511 879,498
AA International Equity Fund 1,585,286 954,084
Neuberger and Berman Genesis Trust Mutual Fund 3,603,024 -
Participant notes receivable 2,330,664 2,144,390
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Total investments 63,690,767 55,565,675
Cash and cash equivalents 573,835 791,775
Accrued interest receivable 103,180 276,154
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Total assets 64,367,782 56,633,604
Liabilities
Due to Broker 307,422 210,634
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Net assets available for benefits $64,060,360 $56,422,970
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See accompanying notes.
2
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BOK Financial Thrift Plan for Salaried Employees
(formerly BOK Financial Thrift Plan)
Statement of Changes in Net Assets Available for Benefits
Year ended December 31, 1999
Additions to net assets attributed to:
Interest and dividends $1,205,312
Net appreciation in fair value of investments 3,244,250
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Total investment income 4,449,562
Contributions:
Participant 5,172,243
Employer 2,043,595
Rollovers 1,228,405
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8,444,243
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Total additions 12,893,805
Deductions from net assets attributed to
benefits paid directly to participants 5,256,415
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Net increase 7,637,390
Net assets available for benefits at beginning of year 56,422,970
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Net assets available for benefits at end of year $64,060,360
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See accompanying notes.
3
<PAGE>
BOK Financial Thrift Plan for Salaried Employees
(formerly BOK Financial Thrift Plan)
Notes to Financial Statements
December 31, 1999
1. Description of Plan
The following description of the BOK Financial Thrift Plan for Salaried
Employees (formerly BOK Financial Thrift Plan) (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 and a
restatement of the Plan, the BOK Financial Thrift Plan name was changed to BOK
Financial Thrift Plan for Salaried Employees. 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 salaried employees of the Employer 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 Employer's matching contribution is determined by the
participant's years of service. The
4
<PAGE>
1. Description of Plan (continued)
Employer contribution ranges from $.40 to $1.00 for each dollar of the
participant' contribution, up to 5% of compensation, based on years of service
as follows:
Years of Service Matching Percentage
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Less than four years 40%
At least four, but less than ten, years 60%
At least ten, but less than fifteen, years 80%
Fifteen 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 $31,342.
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
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2. Summary of Accounting Policies (continued)
Administrative Expenses
The Employer pays all administrative expenses except for loan origination and
loan payment 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 $(1,218,566)
American Performance Mutual Funds 568,895
SEI Mutual Funds 3,135,416
AA Mutual Funds 242,659
Neuberger and Berman Genesis Trust Mutual Fund 515,846
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$3,244,250
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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
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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(a)
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.
6. Reconciliation of Financial Statements to the Form 5500
The following reconciles net assets available for benefits per the financial
statements to the Form 5500:
December 31
1999 1998
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Net assets available for benefits per
the financial statements $64,060,360 $56,422,970
Benefits payable to participants 220,636 208,697
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Net assets available for benefits per
the Form 5500 63,839,724 $56,214,273
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December 31
1999
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Benefits paid directly to participants
per the financial statements $5,256,415
Benefits payable to participants 220,636
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Benefits paid directly to participants per the Form 5500 $5,477,051
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Amounts allocated to withdrawn participants are recorded on the Form 5500 for
benefit claims that have been processed and approved for payment prior to
year-end but not yet paid.
8
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Supplemental Schedule
BOK Financial Thrift Plan for Salaried Employees
(formerly BOK Financial Thrift Plan)
EIN: 73-0780382 Plan #: 002
Schedule H; Line 4i-Schedule of Assets Held
for Investment Purposes at End of Year
December 31, 1999
(c)
Description of Investment
(b) Including Maturity Date, Rate (e)
(a) Identity of Issuer of Interest, or Maturity Value Current Value
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* BOK Financial Corporation
Common Stock Common stock $ 9,368,883
* American Performance Mutual Funds:
Growth Equity Fund Open-end mutual funds 980,973
Equity Fund Open-end mutual funds 8,465,139
Cash Management Fund Open-end mutual funds 4,008,257
Intermediate Bond Fund Open-end mutual funds 3,871,612
SEI Mutual Funds:
S&P 500 Index Fund Open-end mutual funds 20,321,862
Stable Asset Fund Open-end mutual funds 4,069,341
Equity Income Fund Open-end mutual funds 3,952,215
AA Mutual Funds:
AA Balanced Fund Open-end mutual funds 1,133,511
AA International Equity Fund Open-end mutual funds 1,585,286
Neuberger and Berman Genesis
Trust Mutual Fund Open-end mutual funds 3,603,024
Cash equivalents Open-end mutual funds 345,948
* Participant notes receivable Interest rates range from
6% to 12% 2,330,664
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$64,036,715
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*Denoted Party-in-interest
Column (d) is not applicable.
