(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:
March 29, 2001
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 Tulsa Room on the
ninth floor of the Bank of Oklahoma Tower, One Williams Center, Tulsa, Oklahoma
on Tuesday, April 24, 2001, 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, 2000.
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
BOK Financial Corporation
Bank of Oklahoma Tower
Tulsa, Oklahoma 74172
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be held on April 24, 2001
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 Tulsa Room
on the ninth floor of the Bank of Oklahoma Tower, One Williams Center, Tulsa,
Oklahoma on Tuesday, April 24, 2001, at 11:00 a.m. local time, for the following
purposes:
1. To fix the number of directors to be elected at twenty-six (26) and to
elect twenty-six (26) 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 9,
2001 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
/s/ Frederic Dorwart
Frederic Dorwart, Secretary
DATE: March 29, 2001
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.
BOK FINANCIAL CORPORATION
PROXY STATEMENT
BOK FINANCIAL CORPORATION
Bank of Oklahoma Tower
Tulsa, Oklahoma 74172
ANNUAL MEETING OF SHAREHOLDERS
April 24, 2001
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 24, 2001, at
11:00 a.m. local time in the Tulsa 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 29, 2001 to holders of record of Common Stock as of
the close of business on March 9, 2001.
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-six (26) 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, 2000, 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 9, 2001 as the record date for the determination of shareholders entitled
to notice of and to vote at the Annual Meeting. On February 28, 2001, the
Company had outstanding approximately 49,297,009 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 to elect directors. George B. Kaiser (herein
sometimes called "Kaiser") currently owns approximately 74.8% of the outstanding
Common Stock and plans to vote in person at the meeting.
ELECTION OF DIRECTORS
Twenty-six (26) 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-six (26) nominees consist of
twenty-three (23) 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, 2001. 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.
Principal Occupation, Business First Year
Experience During Last 5 Years, and Became A
Name Age Directorships of Other Public Companies Director
- ---------------------- ----- ------------------------------------------------------------ ----------
C. Fred Ball, Jr. 56 Chairman and Chief Executive Officer of BOK Financial's 1999
subsidiary, Bank of Texas, NA; responsible for Commercial
Banking in Dallas area for BOKF; previously, Mr. Ball
served as Executive 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.
James E. Barnes 67 Retired Chairman of the Board, President and Chief 1991
Executive Officer of MAPCO, Inc. which has merged with
Williams, Inc. Mr. Barnes is also a director of Parker
Drilling Co. (oil and gas drilling contractor), Stilwell
Financial, Inc. and SBC Communications, Inc.
Sharon J. Bell 49 Attorney and Managing Partner, Rogers and Bell (Tulsa, 1993
Oklahoma); Trustee and General Counsel, Chapman - McFarlin
Interests; formerly a Director and President of Red River
Oil Company (oil and gas exploration and development).
Peter C. Boylan, III 37 President, Chief Operating Officer and Director of TV 2000
Guide, Inc. Prior to United Video Satellite Group's
acquisition of TV Guide Magazine, Mr. Boylan served as
President and Chief Operating Officer of United Video
Satellite Group.
Joseph E. Cappy 66 Chairman, President and Chief Executive Officer of Dollar Nominee
Thrifty Automotive Group; former Vice President of
DaimlerChrysler Corporation beginning in August 1987 with
responsibility for rental car operations from June, 1993
until December, 1997. Formerly, President, Chief Executive
Officer and Director of American Motors Corporation and
General Marketing Manager of Ford Motor Company's
Lincoln-Mercury Division.
Luke R. Corbett 54 Chairman and Chief Executive Officer of Kerr- 1999
McGee Corporation.
William E. Durrett 70 Senior Chairman of the Board and Director 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, Past Chairman of the
Board of Integris Health.
James O. Goodwin 61 Chief Executive Officer, The Oklahoma Eagle Publishing Co.; 1995
Sole Proprietor, Goodwin & Goodwin Law Firm (Tulsa,
Oklahoma).
V. Burns Hargis 55 Vice Chairman, BOK Financial and BOk and Director of BOSC, 1993
Inc.; formerly, Attorney and of Counsel to the law firm of
McAfee & Taft (Oklahoma City, Oklahoma).
Howard E. Janzen 47 President and Chief Executive Officer, Williams 1998
Communications Group, Inc.
E. Carey Joullian, IV 40 President, Mustang Fuel Corporation and Subsidiaries; 1995
President and Manager, Joullian & Co., Inc.
George B. Kaiser 58 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 production company,
and Fountains Continuum of Care, Inc., which holds
interests in senior housing communities.
David L. Kyle 48 Chairman, President, Chief Executive Officer and Director Nominee
of ONEOK, Inc.; formerly, President and Chief Operating
Officer of ONG Transmission Company and Oklahoma Natural
Gas Company; Director, American Gas Association and
Southern Gas Association.
Robert J. LaFortune 74 Self-employed in the investment and management of personal 1993
financial holdings. Mr. LaFortune is also a director of
Apco Argentina, Inc.
Philip C. Lauinger, Jr. 65 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 Corporation (privately
held business magazine and information company).
John C. Lopez 61 Chairman, Chief Executive Officer and Controlling Owner of 1999
Lopez Foods, Inc. (processor of meat products for
McDonald's and Wal-Mart).
Stanley A. Lybarger 51 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.
Frank A. McPherson 67 Retired Chairman of the Board and Chief Executive Officer 1996
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 54 Chairman, President and Chief Executive Officer of OGE 1998
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 58 Chairman of the Board, President and Chief Executive 1997
Officer Devon Energy Corporation; Director, Independent
Petroleum Association of America; Director, Domestic
Petroleum Counsel; Director and Regional Chairman, Business
Industry Political Action Committee; Director, National
Petroleum Council; Director, National Association of
Manufacturers; Director, Smedvig asa; Director, CMI
Corporation; Board of Governors, American Stock Exchange,
L.L.C.
Ronald J. Norick 59 Controlling Manager, Norick Investments Company, LLC. 1999
(family investment management); previously Mayor of
Oklahoma City from 1987 until 1998 and President of Norick
Brothers, Inc. (automotive accounting systems) from 1981 to
1992; Director, Sport Haley, Inc.
Robert L. Parker, Sr. 77 Chairman and Director, Parker Drilling Co. (oil and gas 1991
drilling contractor); Director, Clayton Williams Energy,
Inc. and Norwest Bank of Texas-Kerrville.
James W. Pielsticker 62 President, Arrow Trucking Co. 1996
James A. Robinson 72 Self-employed in investment and management of personal 1993
financial holdings and in ranching business.
L. Francis Rooney, III 47 Chairman of the Board and Chief Executive Officer, 1995
Manhattan Construction Company.
Scott F. Zarrow 43 President of Foreman Investment Capital, L.L.C., a Nominee
Tulsa-based private equity firm. Mr. Zarrow previously
served as Senior Vice President for Sooner Pipe and Supply
Corporation and held numerous executive positions with its
subsidiaries.
Security Ownership of Certain Beneficial Owners and Management
As of February 28, 2001, the Company had 49,297,009 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 February 28, 2001, 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.
Name of Beneficial Owner Amount and Nature of (1) Percent of Class (2)
Beneficial Ownership
- ------------------------ ------------------------ --------------------
C. Fred Ball, Jr. 32,218 (3) *
James E. Barnes 3,414 (4) *
Sharon J. Bell 75,143 (5) *
Peter C. Boylan, III 576 *
Joseph E. Cappy 0 *
Luke R. Corbett 823 *
William E. Durrett 128,525 (6) *
Paul M. Elvir 14,098 (7) *
James O. Goodwin 3,032 *
V. Burns Hargis 19,409 (8) *
H. James Holloman 75,296 (9) *
Howard E. Janzen 900 *
E. Carey Joullian, IV 7,046 (10) *
George B. Kaiser 41,453,012 (11) 74.8 %
David L. Kyle 0 *
Robert J. LaFortune 148,812 *
Philip C. Lauinger, Jr. 3,680 (12) *
John C. Lopez 1,683 *
Stanley A. Lybarger 249,357 (13)(14) *
Frank A. McPherson 2,986 *
Steven E. Moore 989 *
J. Larry Nichols 1,303 *
Ronald J. Norick 655 *
Robert L. Parker, Sr. 10,134 (15) *
James W. Pielsticker 2,455 *
James A. Robinson 40,400 *
L. Francis Rooney, III 733,436 (16) 1.5 %
Scott F. Zarrow 3,500 (17) *
All directors, nominees and
executive officers as a group (29 persons
including the above) 43,012,882 77.2 %
*Less than one percent (1%)
(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 options to purchase 9,365 shares and excludes options to purchase
18,733 shares of BOKF common stock granted pursuant to the 1997 Awards
under the BOKF 1997 Stock Option Plan; includes options to purchase 7,652
shares and excludes options to purchase 19,128 shares of BOKF common stock
granted pursuant to 1998 Awards under the 1997 Stock Option Plan; includes
options to purchase 3,572 and excludes options to purchase 21,428 shares of
BOKF common stock granted pursuant to the 1999 Awards under the 1997 Stock
Option Plan; excludes options to purchase 30,000 shares of BOKF common
stock granted pursuant to the 2000 Awards under the 2000 Stock Option Plan;
includes 1,947 shares held in BOk Thrift Plan.
(4) Includes 16 shares owned by Mr. Barnes and Mary M. Barnes, joint tenant.
(5) Includes 2,482 shares owned by spouse. Also includes (i) 16,385 shares
owned by the J. A. Chapman and Leta M. Chapman Trust (1949), of which Ms.
Bell is individual trustee, and (ii) 18,952 shares owned by the Leta
McFarlin Chapman Memorial Trust (1974), of which Ms. Bell is co-trustee.
(6) Includes 118,530 shares indirectly owned by American Fidelity Assurance
Company, 999 shares indirectly owned by CPROP, INC., 179 shares indirectly
owned by CELP, and 1,400 shares indirectly owned by CAMCO.
(7) Includes options to purchase 7,025 shares and excludes 9,366 shares of BOKF
common stock granted pursuant to the 1997 Awards under the BOKF 1997 Stock
Option Plan; includes options to purchase 4,120 shares and excludes 10,3000
shares of BOKF common stock granted pursuant to the 1998 Awards under the
BOKF 1997 Stock Option Plan; includes options to purchase 1,429 shares and
excludes 8,571 shares of BOKF common stock granted pursuant to the 1999
Awards under the BOKF 1997 Stock Option Plan; excludes 13,000 shares of
BOKF common stock granted pursuant to the 2000 Awards under the BOKF 2000
Stock Option Plan; includes 1,524 shares held in BOk Thrift Plan.
(8) Includes options to purchase 9,094 shares and excludes 12,124 shares of
BOKF common stock granted pursuant to the 1997 Awards under the BOKF 1997
Stock Option Plan; includes options to purchase 5,297 shares and excludes
options to purchase 13,243 shares of BOKF common stock granted pursuant to
the 1998 Awards under the BOKF 1997 Stock Option Plan; includes options to
purchase 2,143 and excludes options to purchase 12,857 shares of BOKF
common stock granted pursuant to 1999 Awards under the BOKF 1997 Stock
Option Plan; excludes options to purchase 15,000 shares of BOKF common
stock granted pursuant to 2000 Awards under the BOKF 2000 Stock Option
Plan; includes 469 shares held in the BOk Thrift Plan.
(9) Includes options to purchase 6,325 shares of BOKF Common Stock pursuant to
1992 Awards under the BOKF 1992 Stock Option Plan; includes options to
purchase 5,272 shares of BOKF Common Stock pursuant to 1993 Awards under
the BOKF 1993 Stock Option Plan; includes options to purchase 6,459 shares
and excludes options to purchase 2,153 shares of BOKF Common Stock granted
pursuant to 1994 Awards under the BOKF 1994 Stock Option Plan; includes
options to purchase 6,270 shares and excludes options to purchase 4,181
shares granted pursuant to the 1995 Awards under the BOKF 1994 Stock Option
Plan; includes options to purchase 6,271 shares and excludes options to
purchase 6,271 shares granted pursuant to the 1996 Awards under the BOKF
1994 Stock Option Plan; includes options to purchase 6,556 shares and
excludes options to purchase 8,742 shares granted pursuant to the 1997
Awards under the BOKF 1997 Stock Option Plan; includes options to purchase
4,414 shares and excludes options to purchase 11,036 shares of BOKF common
stock granted pursuant to the 1998 Awards under the 1997 Stock Option Plan;
includes options to purchase 2,143 shares of BOKF common stock and excludes
options to purchase 12,857 shares of BOKF common stock pursuant to the 1999
Awards under the 1997 Stock Option Plan; excludes options to purchase
15,000 shares of BOKF common stock pursuant to the 2000 Awards under the
BOKF 2000 Stock Option Plan; includes 11,309 shares owned by H. James
Holloman and Rebecca W. Holloman, Joint Tenant; includes 3,767 shares held
in the BOk Thrift Plan.
(10) Includes 2,381 shares owned by Joullian & Co., Inc. Also includes 531
shares indirectly owned as trustee for E.C. Joullian V; 531 shares
indirectly owned as trustee for Laura L. Joullian and 531 shares indirectly
owned as trustee for Ann P. Joullian.
(11) Mr. Kaiser's address is P. O. Box 21468, Tulsa, OK 74121-1468. Includes
6,136,782 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 share of Common Stock for each
40.655 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, November 25, 1998,
and October 18, 1999 BOKF 3% Common Stock Dividends payable by the issuance
of BOKF Common Stock.
(12) Includes 134 shares indirectly owned by Mr. Lauinger and Claire F.
Lauinger.
(13) Includes 2,664 shares indirectly owned by Mr. Lybarger as Custodian for one
minor daughter under the Uniform Gifts to Minors Act. Mr. Lybarger
disclaims ownership of these 2,664 shares; includes 22,010 shares
indirectly owned by Marcia Lybarger, Living Trust; includes 6,882 shares
indirectly owned by Stanley A. Lybarger, IRA; includes 2167 shares held in
the BOk Thrift Plan.
(14) Includes options to purchase 14,056 shares of BOKF Common Stock pursuant to
1992 Awards under the BOKF 1992 Stock Option Plan; includes options to
purchase 21,084 shares of BOKF Common Stock pursuant to 1993 Awards under
the BOKF 1993 Stock Option Plan; includes options to purchase 24,841 shares
and excludes options to purchase 8,281 shares of BOKF Common Stock granted
pursuant to 1994 Awards under the BOKF 1994 Stock Option Plan; includes
options to purchase 24,117 shares and excludes options to purchase 16,079
shares granted pursuant to the 1995 Awards under the BOKF 1994 Stock Option
Plan; includes options to purchase 24,118 shares and excludes options to
purchase 24,118 shares granted pursuant to the 1996 Awards under the BOKF
1994 Stock Option Plan; includes options to purchase 23,417 shares and
excludes options to purchase 31,220 shares granted pursuant to the 1997
Awards under the BOKF 1997 Stock Option Plan; includes options to purchase
14,716 shares and excludes options to purchase 36,784 shares of BOKF common
stock granted pursuant to the 1998 Awards under the 1997 Stock Option Plan;
includes options to purchase 7,145 shares of BOKF common stock and excludes
options to purchase 42,855 shares of BOKF common stock pursuant to the 1999
Awards under the 1997 Stock Option Plan; excludes options to purchase
50,000 shares of BOKF common stock pursuant to the 2000 Awards under the
BOKF 2000 Stock Option Plan.
(15) Includes 6,717 shares indirectly owned by Mr. Parker as Co-Trustee for the
Robert L. Parker Trust dated February 10, 1967.
(16) Includes 217,611 shares indirectly owned by Manhattan Construction Company,
465 shares held in L.F. Rooney IRA, 509,810 shares indirectly owned by L.F.
Rooney Trust and 2,381 indirectly owned by Kathleen Rooney Trust.
(17) Includes 3,500 shares indirectly owned by Scott F. Zarrow and Hilary I.
Zarrow, Co-Trustees for the Scott F. Zarrow Revocable Trust, dated
September 29, 1995.
Committees; Meetings
During 2000, 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 ss. 9.9. The Committee consisted of Ms. Bell and Messrs.
Goodwin, LaFortune, Lauinger, McPherson, and Moore (Chairman). The Committee met
five (5) times during 2000. The Risk Oversight & Audit Committee intends to meet
at least five (5) times in 2001.
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
2000. 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. Boylan, Nichols and Pielsticker who were unable to attend 75% of the BOK
Financial meetings due to business conflicts.
Report of the Risk Oversight and Audit Committee
The Risk Oversight and Audit Committee (the Committee) oversees the BOK
Financial Corporation's (the Company's) financial reporting process on behalf of
the board of directors. Management has the primary responsibility for the
financial statements and the reporting process including the systems of internal
controls. In fulfilling its oversight responsibilities, the Committee discussed
and reviewed the audited financial statements in the Annual Report with
management including a discussion of the quality, not just the acceptability, of
the accounting principles, the reasonableness of significant judgments, and the
clarity of disclosures in the financial statements.
The Committee discussed and reviewed with the independent auditors, who are
responsible for expressing an opinion on the conformity of those audited
financial statements with accounting principles generally accepted in the United
States, their judgments as to the quality, not just the acceptability, of the
Company's accounting principles and such other matters as are required to be
discussed with the Committee under auditing standards generally accepted in the
United States, including Statement of Auditing Standards No. 61, Communications
with Audit Committees. In addition, the Committee has discussed with the
independent auditors the auditors' independence from management and the Company
including the matters in the written disclosures required by the Independence
Standards Board as required by Independence Standards Board Standard No. 1. The
Committee has also considered whether any non-audit services performed by the
independent auditors is compatible with maintaining the auditor's independence.
The Committee discussed with Company's internal and independent auditors
the overall scope and plans for their respective audits. The Committee meets
with the internal and independent auditors, with and without management present,
to discuss the results of their examinations, their evaluations of the Company's
internal controls, and the results of the Company's financial reporting.
Fees for the last ficsal year's annual audit were $343,450 and all other
fees included audit related fees of $178,675 and nonaudit fees of $134,066.
The Audit Committee acts pursuant to the Audit Committee Charter, a copy of
which is attached as Appendix 1 to this Proxy Statement. Each of the members of
the Audit Committee qualifies as an "independent" Director under the current
listing standards of the National Association of Securities Dealers (NASD).
In reliance on the reviews and discussions referred to above, the Committee
recommended to the board of directors (and the board has approved) that the
audited financial statements be included in the Annual Report on Form 10-K for
the year ended December 31, 2000, for filing with the Securities and Exchange
Commission. The Committee and the board have also recommended, subject to
shareholder approval, the selection of the Company's independent auditors.
Steven E. Moore, Committee Chairman
Sharon J. Bell
James O. Goodwin
Robert J. LaFortune
Philip C. Lauinger, Jr.
Frank A. McPherson
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 Albuquerque, NA, Bank of Arkansas, NA, and Bank of Texas, NA is set
forth below:
C. Fred Ball, Jr., age 56, is Chairman and Chief Executive Officer 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.
Steven G. Bradshaw, age 41, is Executive Vice President of BOk and manager
of the Consumer Banking Department. Previously, Mr. Bradshaw served as Chairman
of BOSC, Inc., BOk's securities firm. Before joining BOK Financial, Bradshaw
spent six years managing the brokerage operation at Sooner Federal. Mr. Bradshaw
has been with BOK Financial for 9 years.
Jeffery R. Dunn, age 38, is Chairman, President and Chief Executive Officer
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 BOK Financial
for 12 years.
Paul M. Elvir, age 60, 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 45, 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 55, is Vice Chairman, BOK Financial and BOk 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 58, 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 20 years.
H. James Holloman, age 49, is Executive Vice 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.
George B. Kaiser, age 58, 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., which holds interests in senior housing communities.
David L. Laughlin, age 48, 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 15 years.
Stanley A. Lybarger, age 51, President and Chief Executive Officer of BOK
Financial and BOk. Mr. Lybarger has been with BOk for 27 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 45, is Senior Vice President and serves as Director of
Financial Accounting and Reporting. He joined BOK Financial in 1993. He was
previously with Ernst & Young LLP for 10 years.
Steven E. Nell, age 39, is Executive Vice President and Chief Financial
Officer for BOK Financial and BOk. He joined BOK Financial in 1992. He was
previously with Ernst & Young LLP for 8 years.
W. Jeffrey Pickryl, age 49, is Executive Vice President responsible for
Commercial Banking in Tulsa, as well as statewide energy and real estate
lending. Before joining BOk 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.
Gregory K. Symons, age 48, is Chairman and Chief Executive Officer of Bank
of Albuquerque and is responsible for commercial banking in New Mexico. He
previously served as BOk's Senior Vice President. Mr. Symons has been with BOk
for 24 years.
Thomas S. Swiley, age 51, is President of Bank of Texas. Prior to joining
Bank of Texas in March, 2001, Mr. Swiley was Managing Director of Credit
Products, with responsibility for the Southwest region, for Bank of America.
Paul Sowards, age 49, is President of Bank of Albuquerque. Before joining
Bank of Albuquerque in March, 2000, Mr. Sowards was President of Bank of America
in New Mexico. Prior to his election as President in New Mexico, Mr. Sowards was
Executive Vice President and Commercial Banking Market Manager, responsible for
commercial lending, treasury management and capital markets.
Valerie Toalson, age 35, is Corporate Controller. She has been with BOK
Financial for 8 years. She was previously with PriceWaterhouseCoopers for 6
years.
James F. Ulrich, age 49, is Senior Vice President of Mergers and
Acquisitions. Mr. Ulrich has been with BOk for 19 years. He was previously with
Republic Bank of Dallas for 4 years.
Charles D. Williamson, age 54, is Executive Vice President of Capital
Markets of BOk. Mr. Williamson has been with BOk for 8 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 and Lybarger have employment agreements which are discussed below
on page 16.
Executive Compensation
The following table sets forth summary information concerning the
compensation of those persons who were, at December 31, 2000, (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."
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)
- ----------------------- ---- --------- --------- ---------------- --------- ------------------
Stanley A. Lybarger 2000 $425,000 $125,000 $368,756 50,000 $18,700
President & Chief 1999 375,000 100,000 384,015 50,000 17,600
Executive Officer, 1998 350,000 90,000 318,971 50,000 16,319
BOK Financial and BOk
C. Fred Ball, Jr. 2000 240,000 93,500 0 30,000 16,150
President & Chief 1999 225,000 80,000 0 25,000 14,063
Executive Officer, 1998 200,000 50,000 14,457 26,000 9,500
Bank of Texas, N.A.
Paul M. Elvir 2000 233,000 75,000 0 13,000 17,000
Executive Vice President, 1999 228,400 60,000 0 10,000 16,000
Manager, BOk Operations 1998 218,400 55,000 0 14,000 10,920
and Technology
V. Burns Hargis 2000 253,380 50,000 0 15,000 15,470
Vice Chairman, BOK 1999 238,703 62,000 0 15,000 14,560
Financial and BOk 1998 231,750 0 0 18,000 0
H. James Holloman 2000 200,000 65,000 115,697 15,000 17,000
Executive Vice President, 1999 180,000 45,000 118,964 15,000 12,800
Manager, Trust Division 1998 170,000 40,000 106,957 15,000 12,800
(1) No Restricted Stock Awards or Long Term Incentive Plan payouts were made in
1998, 1999 or 2000 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) After giving effect to November 18, 1993, November 17, 1994, November 27,
1995, November 27, 1996, November 26, 1997, November 13,1998 and October
18, 1999 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, $9,600, 1998; $9,600, 1999; $10,200, 2000 - Company
payment to the defined benefit plan ("DBP"); $6,719, 1998; $8,000, 1999;
$8,500, 2000 - Company matching contributions to 401(K) Thrift Plan
("DCP"); (ii) Mr. Ball, $7,500, 1998; $12,000, 1999; $12,750, 2000 - DBP;
$2,000, 1998; $2,063, 1999; $3,400, 2000 - DCP; (iii) Mr. Elvir, $8,736,
1998, $12,800, 1999; $13,600, 2000 - DBP; $2,184, 1998, $3,200, 1999;
$3,400, 2000 - DCP; (iv) Mr. Hargis, $12,000, 1999; $12,750, 2000 - DBP;
$2,560, 1999; $2,720, 2000 - DCP; and (v) Mr. Holloman, $6,400, 1998;
$6,400, 1999; $8,500, 2000 - DBP; $6,400, 1998; $6,400, 1999; $8,500, 2000
- DCP.
The following table sets forth certain information concerning stock options
granted to the Named Executive Officers during the 2000 fiscal year.
Options/SAR Grants in Last Fiscal Year
% of Total
Options/
SARs
Granted to
Employees Exercise Or Grant Date
Options/SARs in Fiscal Base Price Expiration Present
Name Granted (#)(1) Year ($/Sh)(2) Date Value $(3)
- --------------------------------- ---------- ----------- ---------- --------
Stanley A. Lybarger 50,000 8.62% $19.55 (2) $304,500
C. Fred Ball, Jr. 30,000 5.17 19.55 (2) 182,700
Paul M. Elvir 13,000 2.24 19.55 (2) 79,170
V. Burns Hargis 15,000 2.59 19.55 (2) 91,350
H. James Holloman 15,000 2.59 19.55 (2) 91,350
(1) Granted pursuant to 2000 Awards under BOKF 2000 Stock Option Plan.
(2) One-seventh of the options granted pursuant to 2000 Awards under the BOKF
2000 Stock Option Plan vest and become exercisable on December 3rd of each
year, commencing December 3, 2001. 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: 19.4% volatility factor; $19.55 underlying price;
$19.55 option price; 5.99% risk free rate of return; and no dividends. The
actual value, if any, an executive may realize will depend on the excess of
the stock price over the exercise price on the date the option is
exercised, so there is no assurance the value realized by the named
executive will be at or near the value estimated by the Black-Scholes
Model.
The following table sets forth certain information concerning the exercise
of stock options by the Named Executive Officers during fiscal year 2000 and the
2000 fiscal year-end value of unexercised options.
Aggregated Option/SAR Exercises in
Last Fiscal Year and FY-End Option/SAR Values (1)
Value of
Number of Unexercised
Unexercised In the Money
Options/SARs Options/SARs at
at FY-End (#) FY-End ($)(1)
Shares Acquired Value Exercisable/ Exercisable/
Name On Exercise (#) Realized($) Unexercisable Unexercisable
- -------------------------------- ----------- ------------- -------------
Stanley A. Lybarger 38,418 $368,756 153,494/209,337 1,374,004/755,734
C. Fred Ball, Jr. 0 0 20,589/89,289 31,264/123,965
Paul M. Elvir 0 0 12,574/41,237 22,540/57,017
V. Burns Hargis 0 0 16,534/53,224 29,392/71,985
H. James Holloman 11,253 115,697 43,710/60,240 396,935/203,063
(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.
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 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 2000 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.
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,
1995 and ending December 31, 2000.
Comparison of Cumulative Total Return
[Graph}
12/31/95 12/31/96 12/31/97 12/31/98 12/31/99 12/31/00
-------- -------- -------- -------- -------- --------
BOKF 100.00 $142.74 $211.54 $264.79 $234.06 $246.19
NASDQ Bank Stocks 100.00 132.04 221.06 219.64 211.14 241.08
KBW 50 Bank 100.00 141.46 206.80 223.91 216.14 259.50
NASDQ (CRSP U.S. Co.) 100.00 123.04 150.69 212.51 394.92 237.62
* Graph assumes value of an investment in the Company's Common Stock for each
index was $100 on December 31, 1995. 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, (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 26, 1997, the Company paid a 3% dividend on
BOK Financial Common Stock outstanding as of November 17, 1997, payable in
kind by the issuance of BOK Financial Common Stock, (vi) on November 25,
1998, the Company paid a 3% dividend on BOK Financial Common Stock
outstanding as of November 13, 1998, and (vii) on October 18, 1999, the
Company paid a 3% dividend on BOK Financial Common Stock outstanding as of
October 5, 1999. 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
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 2000 and the subsequent period through the date of this Proxy
Statement except for Mr. L. Francis Rooney who was unable to timely file a
report due to business conflicts. 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 2000. 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 $0.2 million, $0.7 million,
$3.2 million, $0.8 million, $3.3 million, $1.4 million, $2.4 million and $4.0
million for 2000, 1999, 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.
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 2000. 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 2002 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 18, 2001.
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.