As filed with the Securities and Exchange Commission on October 12, 1998
Registration No. 33-___________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
----------------
BOK FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Oklahoma 73-1373454
(State or other jurisdiction (I.R.S. Employer
incorporation or organization) Identification No.)
Bank of Oklahoma Tower
Boston Avenue at Second Street
Tulsa, Oklahoma 74172
(918) 588-6000
(Address, including zip code, and telephone
number, including area code of registrant's principal
executive offices)
James A. White,
Executive Vice President and Chief Financial Officer
BOK FINANCIAL CORPORATION
Bank of Oklahoma Tower
Boston Avenue at Second Street
Tulsa, Oklahoma 74172
(918) 588-6416
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
With copies to:
Frederic Dorwart
Old City Hall
124 East Fourth Street
Tulsa, Oklahoma 74103
(918) 583-9922
Approximate date of commencement of proposed issuance to the public: As
soon as practicable after this Registration Statement becomes effective.
-------------------
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]
CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum
Title of each Amount offering aggregate Amount of
class of securities to be price offering Registration
to be registered registered 1/ per share 1/ price 1/ fee2/
- --------------------------------------------------------------------------------
Debt Securities $250,000,000 100% (1) $250,000,000 $73,750
1/ There are being registered hereunder such indeterminate principal amount of
Senior Debt Securities as shall have an aggregate initial offering price not to
exceed $250,000,000. The proposed maximum initial offering price per unit will
be determined, from time to time, by the Company in connection with the issuance
by the Company of the Securities registered hereunder.
2/ Calculated pursuant to Rule 457(o) of the rules and regulations under the
Securities Act of 1933.
================================================================================
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
i
BOK FINANCIAL CORPORATION
Cross Reference Sheet Showing Location in Prospectus of Information
Required to be included in Prospectus in Response to Items of Form S-3, Pursuant
to Item 501 of Regulation S-K.
Item # Form S-3 Item Caption in Prospectus
1. Forepart of Registration Statement
and Outside Front Cover of Prospectus...........Forepart and Outside Front
Cover
2. Inside Front and Outside Back
Cover Pages of Prospectus.......................Inside Front and Outside
Back Cover Pages;
Table of Contents
3. Summary Information, Risk Factors
and Ratio of Earnings to Fixed Charges..........Summary Information
Respecting BOK Financial
Corporation; Risk Factors;
Ratio of Earnings
to Fixed Charges
4. Use of Proceeds.................................Use of Proceeds
5. Determination of Offering Price.................Outside Front Cover Page;
Plan of Distribution
6. Dilution........................................Not Applicable
7. Selling Security Holders........................Not Applicable
8. Description of Securities to be Registered......Description of Senior Debt
Securities
9. Plan of Distribution............................Plan of Distribution
10.Interest of Named Experts and Counsel...........Legal Opinions; Experts
11.Material Changes................................Not Applicable
12.Incorporation of Certain
Information by Reference........................Where You Can Find More
Information
13.Disclosure of Commission Position on
Indemnification for Securities Act Liabilities..Not Applicable;See,Part II
ii
SUBJECT TO COMPLETION; PRELIMINARY PROSPECTUS
DATED OCTOBER 12, 1998
BOK FINANCIAL CORPORATION
Issuer
[BOKF LOGO] $250,000,000 Senior Debt Securities
- --------------------------------------------------------------------------------
Consider carefully the risk factors beginning on page 5 in this prospectus.
- --------------------------------------------------------------------------------
The Debt Securities will not be deposits and are not insured or guaranteed by
the Federal Deposit Insurance Corporation or any other governmental agency.
The securities do not represent the obligations of any bank.
This prospectus may be used to offer and sell any series of securities only if
accompanied by the prospectus supplement for that series.
BOK Financial Corporation will:
** issue one or more series of Senior Debt Securities
** in the form of debentures, notes, or other unsecured
evidences of indebtedness
** in an amount not to exceed a total of $250,000,000
** in definitive or global form
A prospectus supplement will further define the Senior Debt Securities by
stating:
** how the Senior Debt Securities will be sold
** the initial offering price
** the number of Senior Debt Securities being offered
** the names of any underwriters and agents and their compensation
** the net proceeds to BOK Financial of the sale
** the use BOK Financial will make of the proceeds
** the terms of the Senior Debt Securities including the
interest rates, maturities, redemption rights, puts and other
features
---------------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES, OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
----------------------------
The common stock of BOK Financial is listed on the NASDAQ Stock
Exchange under the trading symbol "BOKF". BOK Financial does not plan to list
the Senior Debt Securities on NASDAQ or any other exchange.
iii
TABLE OF CONTENTS
Page
ABOUT THIS PROSPECTUS................................................1
WHERE YOU CAN FIND MORE INFORMATION..................................1
SUMMARY INFORMATION RESPECTING BOK FINANCIAL CORPORATION.............2
RISK FACTORS.........................................................3
DESCRIPTION OF SENIOR DEBT SECURITIES................................6
GLOBAL SECURITIES....................................................15
USE OF PROCEEDS......................................................17
PLAN OF DISTRIBUTION.................................................18
RATIO OF EARNINGS TO FIXED CHARGES...................................19
VALIDITY OF THE SENIOR DEBT SECURITIES...............................19
EXPERTS..............................................................19
1
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the
SEC utilizing a "shelf" registration process. Under this shelf process, we may
sell any combination of the securities described in this prospectus in one or
more offerings up to a total dollar amount of $250,000,000. This prospectus
provides you with a general description of the securities we may offer. Each
time we sell securities, we will provide a prospectus supplement that will
contain specific information about the terms of that offering. The prospectus
supplement may also add, update or change information contained in this
prospectus. You should read both this prospectus and any prospectus supplement
together with additional information described under the heading "WHERE YOU CAN
FIND MORE INFORMATION."
We are complying with the SEC's plain English program. This is an
initiative launched by the SEC to make prospectuses and other information more
understandable to the general investor. To see more detail, you should read the
exhibits filed with this registration statement.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any document we file at
the SEC's public reference rooms at Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the SEC's Fort Worth Regional
Offices at 503 U. S. Courthouse, 10th and Lamar Streets, Forth Worth, Texas
76102 and at Listing Company Information, NASDAQ Stock Exchange, 9801 Washington
Blvd., Gaithersburg, Maryland 20878. You may send for a copy of such material
for a fee by writing the Securities and Exchange Commission Public Reference
Section, Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549. Our SEC
filings are also available to the public over the Internet at the SEC's web site
at http://www.sec.gov. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference rooms and Internet access.
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus, and information that we file later with
the SEC will automatically update and supersede this information. We incorporate
by reference the documents listed below and any future filings made with the SEC
under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934
until we sell all of the securities.
** Annual Report of the Company on Form 10-K for the fiscal year
ended December 31, 1997; and
** Quarterly Report on Form 10-Q for the fiscal quarters ended March
31, 1998 and June 30, 1998.
You may request a copy of these filings at no cost, by writing or telephoning us
at the following address:
2
Chief Financial Officer
BOK Financial Corporation
Bank of Oklahoma Tower
Tulsa, Oklahoma 74172
(918) 588-6752
inquire@mail.bokf.com
You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. We have not authorized
anyone else to provide you with different information. We are not making an
offer of these securities in any state where the offer is not permitted. You
should not assume that the information in this prospectus or any prospectus
supplement is accurate as of any date other than the date on the front of those
documents.
SUMMARY INFORMATION
RESPECTING
BOK FINANCIAL CORPORATION
** Our home office is Tulsa, Oklahoma
** Our principal subsidiaries are Bank of Oklahoma N.A., Bank of
Texas N.A., Bank of Arkansas N.A., BOSC, Inc, BOK Capital
Services Corporation, and Bank of Texas Trust Company, N.A.
** We have a total of 2,448 employees
** We offer commercial, consumer and correspondent banking services
and investment and money market services
** Our BOk Trust Division offers trust services, employee benefit
services, investment advice, and asset management
** Our BOk Mortgage Division originates and services home loan
mortgages
** Our BOSC subsidiary is a registered NASD broker-dealer with 91
sales representatives
** The Leo Oppenheim Division of BOSC underwrites municipal revenue
bonds, asset-backed securities, and commercial paper and has
eight investment bankers and sales representatives
** Approximately 92 percent of our earnings are derived from Bank of
Oklahoma
3
** Bank of Oklahoma is headquartered in Oklahoma, has 62 locations
in Oklahoma, 2,302 employees, and approximately $3,486,957,000 in
deposits.
** Bank of Texas is headquartered in Dallas, Texas and has five
locations, 131 employees, and approximately $371,889,000 in
deposits.
** Bank of Arkansas is headquartered in Fayetteville, Arkansas and
has four locations, 36 employees, and approximately $86,011,000
in deposits.
** We have agreed, subject to regulatory approval, to organize a new
New Mexico national bank to be headquartered in Albuquerque, New
Mexico and called Bank of Albuquerque, with 17 bank branches, 230
employees, and approximately $500 million in deposits.
** We expect to close the New Mexico transaction in December, 1998.
RISK FACTORS
THE SENIOR DEBT SECURITIES INVOLVE A RISK OF LOSS OF PRINCIPAL AND INTEREST. YOU
SHOULD CONSIDER THE FOLLOWING RISK FACTORS IN DECIDING WHETHER TO PURCHASE THE
SENIOR DEBT SECURITIES.
Risk of Competition
** The banking industry is increasingly competitive
** In particular, the Oklahoma banking industry is highly
competitive and approximately 92% of our earnings are derived
from Bank of Oklahoma
** In 1997, NationsBank (now Bank America) and BancOne entered the
Oklahoma market
** We have to compete with numerous other small and large, local and
national savings and loan associations, banks, credit unions,
trust companies, broker-dealers, and underwriters
Risk of Supervision and Regulation
** We and our subsidiaries are extensively regulated under both
federal and state law, particularly the Bank Holding Company
Act of 1956 and the National Bank Act
4
** We are limited to the business of banking and related businesses
which prohibits us from expanding into certain types of
businesses which could be profitable for us
** Where we can do business and establish offices is regulated which
could decrease our ability to expand into new markets
** The amount of deposits we can own in each state is regulated
which limits our potential growth
** Our ability to make acquisitions and engage in new business may
be limited by the performance of our obligations under the
Community Reinvestment Act to provide services in traditionally
underserved areas
** We do not know the extent to which changes in the statutes and
regulations under we operate may adversely affect our business
and we do not have control over such changes
** Those of our competitors which are not banks are subject to
significantly less government regulation than we are which may
give them a competitive advantage in the market place
Risk of Regulatory Limitations on Payment of Dividends
** Our earnings will be the source of our ability to repay the
Senior Debt Securities
** Because we are a bank holding company, our earnings are
principally derived from dividends from our banks
** Regulations of the Comptroller of the Currency limit the ability
of our banks to pay us dividends by requiring that a bank receive
approval of the OCC before declaring a dividend if the amount of
all dividends, including the proposed dividend, declared by a
bank in any calendar year exceeds:
(1) the total of the bank's net profits of that calendar year to
date plus
(2) retained net profits of the preceding two years minus
(3) any required transfers to surplus or a fund for the
retirement of preferred stock
5
Risk of Capital Requirements
** The Federal Deposit Insurance Improvement Act of 1991 established
five capital rating tiers ranging from well capitalized to
critically undercapitalized
** We must maintain capital ratios above the well capitalized level
if we want to experience significant growth and acquire other
financial institutions and branches
** Well capitalized means a minimum of 5% for Leverage Capital, 6%
for Tier I Capital, and 10% for Total Capital
** At June 30, 1998, our ratios were 7.24% for Leverage Capital,
9.35% for Tier I Capital, and 14.15% for Total Capital
** At June 30, 1998, our subsidiary banks were also well above the
required minimum leverage and risk-based ratios, but if we fall
below these ratios, the growth potential of our business would be
limited
Risk of Government Policies and Economic Factors
Our business is highly sensitive to:
** changes in legislation and the policies and examinations of the
various regulatory authorities
** the monetary policies implemented by the Federal Reserve Board,
including the discount rate on bank borrowings and changes in
reserve requirements which affects our ability to make loans and
the interest rates we may charge
** open market operations in U.S. Government securities
** changes in prevailing interest rates because of the dependency of
our banks on
interest income
** We cannot predict the effect of such matters on our business and
earnings
Risk of Lack of Marketability
** We cannot guarantee a secondary market for our Senior Debt
Securities or that holders who wish to sell their Senior Debt
Securities prior to the stated maturity will be able to do so
6
** We do not plan to list the Senior Debt Securities for trading on
any exchange or other trading market
Risk of Year 2000 Problems
** We, and our service providers, are having to modify or replace
significant portions of our and their computer software and
hardware to ensure that our systems will function correctly in
the Year 2000 and thereafter
** We have made good progress and do not foresee any significant
operational problems with our systems or those of our service
providers; however, if we or our service providers do not timely
complete the required modifications and replacements, we could
experience a material adverse impact on our business and earnings
DESCRIPTION OF SENIOR DEBT SECURITIES
This description of the Senior Debt Securities does not purport to be
complete and is subject to, and qualified in its entirety by reference to, the
indentures pursuant to which such Senior Debt Securities are issued, the forms
of which indentures are filed as exhibits to the registration statement of which
this prospectus is a part. Furthermore, the following summary description of the
indentures and the Senior Debt Securities relates to certain terms and
conditions applicable to the Senior Debt Securities generally. The particular
terms of any series of Senior Debt Securities will be described in the
applicable prospectus supplement. If so indicated in such prospectus supplement,
the terms of any such series may differ from the terms set forth below.
General
Senior Debt Securities are to be issued under an indenture (the
"Indenture") between BOK Financial Corporation and the trustee named in the
applicable prospectus supplement as the trustee therefor (the "Trustee"). The
form of Indenture is an exhibit to the registration statement of which this
prospectus is a part.
The Senior Debt Securities will be direct, unsecured obligations of BOK
Financial Corporation. The Senior Debt Securities will not be deposits or other
obligations of a bank and will not be guaranteed or insured by the FDIC or any
other governmental agency.
7
The Indenture does not limit the aggregate principal amount of Senior
Debt Securities or of any particular series of Senior Debt Securities that may
be issued thereunder and provide that Senior Debt Securities issued thereunder
may be issued from time to time in one or more series, in each case with the
same or various maturities, at par or at a discount. The Indenture does not
limit the amount of other debt that may be issued by BOK Financial Corporation
and does not contain financial or similar restrictive covenants. The Indenture
does not prohibit or limit the incurrence of additional senior indebtedness or
other financial obligations. The Indenture provides that there may be more than
one Trustee under such Indenture with respect to different series of Senior Debt
Securities.
The Indenture does not contain any provision intended to provide
protection to holders of Senior Debt Securities against a sudden or dramatic
decline in credit quality of BOK Financial Corporation that could, for example,
result from a takeover, recapitalization, special dividend or other
restructuring.
The applicable prospectus supplement will describe the following terms
of the series of Senior Debt Securities in respect of which this prospectus is
being delivered:
(1) the title of such Senior Debt Securities;
(2) any limit upon the aggregate principal amount of such Senior
Debt Securities and the percentage of such principal amount at
which such Senior Debt Securities may be issued;
(3) the date or dates on which the principal of such Senior Debt
Securities is scheduled to become payable (the "Stated
Maturity");
(4) the rate or rates (which may be fixed or variable) per annum
at which such Senior Debt Securities will bear interest, or
the method of determining such rate or rates, if any, the date
or dates from which any such interest will accrue, the dates
on which any such interest will be payable (the "Interest
Payment Dates"), the Regular Record Date (as defined in the
Indenture) for the interest payable on any Interest Payment
Date, and the person to whom principal of or premium, if any,
or interest on any Senior Debt Security of such series will be
payable, if other than the person in whose name such Senior
Debt Security (or one or more predecessor Senior Debt
Securities) is registered at the close of business on the
Regular Record Date for such interest;
(5) if other than the location specified in this prospectus, the
place or places where the principal of and premium, if any,
and interest on Senior Debt Securities will be payable;
(6) the period or periods within which, the price or prices at
which and the terms and conditions upon which such Senior Debt
Securities will, pursuant to any mandatory sinking fund
provisions or otherwise, or may, pursuant to any optional
sinking fund provisions or otherwise, be redeemed in whole or
in part by BOK Financial Corporation;
(7) the period or periods within which, the price or prices at
which and the terms and conditions upon which such Senior Debt
Securities may be repaid, in whole or in part, at the option
of the holders thereof;
8
(8) if other than denominations of $1,000 and any integral
multiple thereof, the denominations in which such Senior Debt
Securities will be issuable;
(9) if other than the principal amount thereof, the portion of the
principal amount of such Senior Debt Securities that will be
payable upon declaration of acceleration of the maturity
thereof;
(10) the currency or currency unit of payment of principal of and
premium, if any, and interest on such Senior Debt Securities,
and any index used to determine the amount of principal of or
premium, if any, and interest on such Senior Debt Securities;
(11) whether such Senior Debt Securities are to be issuable as
Global Securities (as defined below) and, in such case, the
initial securities depositary with respect thereto and the
circumstances under which such Global Security may be
exchanged for definitive securities; and
(12) any other material terms of such Senior Debt Securities.
Form, Registration and Transfer
Unless otherwise indicated in the applicable prospectus supplement,
principal of, and premium, if any, and interest, if any, on Senior Debt
Securities will be payable, and Senior Debt Securities will be transferable, at
the agency or office of BOK Financial Corporation maintained for such purpose in
the Borough of Manhattan, The City of New York, except that interest may be paid
at the option of BOK Financial Corporation by check mailed to the address of the
holder entitled thereto as it appears on the applicable Security Register (as
defined in the applicable Indenture).
Unless otherwise indicated in the applicable prospectus supplement,
Senior Debt Securities will be issued only in fully registered form, without
coupons, in denominations of $1,000 and any integral multiple thereof. The
Indentures provide that Senior Debt Securities of any series may be issuable in
permanent global form. See "GLOBAL SECURITIES" below. No service charge will be
made for any registration of transfer or exchange of the Senior Debt Securities,
but BOK Financial Corporation may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
Limitation on Disposition of Voting Stock of Principal Subsidiary Banks
9
The Indenture contains a covenant by BOK Financial Corporation that it
will not sell, assign, transfer, grant a security interest in or otherwise
dispose of any shares of, securities convertible into or options, warrants or
rights to subscribe for or purchase shares of, Voting Stock (as defined below)
(other than directors' qualifying shares) of any Principal Subsidiary Bank (as
defined below) and that it will not permit any Principal Subsidiary Bank to
issue (except to BOK Financial Corporation) any shares of, securities
convertible into, or options, warrants or rights to subscribe for or purchase
shares of, Voting Stock of any Principal Subsidiary Bank, except for sales,
assignments, transfers, grants of security interests or other dispositions that:
(1) are for fair market value on the date thereof, as determined
by the Board of Directors of BOK Financial Corporation (which
determination shall be conclusive) and, after giving effect to
such disposition and to any possible dilution, BOK Financial
Corporation will own not less than 80% of the shares of Voting
Stock of such Principal Subsidiary Bank then issued and
outstanding free and clear of any security interest;
(2) are made in compliance with an order of a court or regulatory
authority of competent jurisdiction, as a condition imposed by
any such court or authority permitting the acquisition by BOK
Financial Corporation, directly or indirectly, of any other
bank or entity the activities of which are legally permissible
for a bank holding company or a subsidiary thereof to engage
in, or as an undertaking made to such authority in connection
with such an acquisition;
(3) are made where such Principal Subsidiary Bank, having obtained
any necessary regulatory approvals, unconditionally guarantees
payment when due of the principal of and premium, if any, and
interest on the Senior Debt Securities; or
10
(4) are made to BOK Financial Corporation or any Wholly-Owned
Subsidiary (as defined in the Indenture) if such Wholly-Owned
Subsidiary agrees to be bound by this covenant and BOK
Financial Corporation agrees to maintain such Wholly-Owned
Subsidiary as a Wholly-Owned Subsidiary. Notwithstanding the
foregoing, any Principal Subsidiary Bank may be merged into or
consolidated with another banking institution organized under
the laws of the United States, any State thereof or the
District of Columbia if, after giving effect to such merger or
consolidation, BOK Financial Corporation or any Wholly- Owned
Subsidiary owns at least 80% of the Voting Stock of such other
banking institution then issued and outstanding free and clear
of any security interest and if, immediately after giving
effect thereto and treating any such resulting banking
institution thereafter as such Principal Subsidiary Bank and
as a Subsidiary for purposes of the Indenture, no Event of
Default, and no event that, after the giving of notice or
lapse of time or both, would become an Event of Default, has
occurred and is continuing. A "Principal Subsidiary Bank" is
defined in the Indenture to mean any Subsidiary (as defined in
the Indenture) that is a bank and has total assets equal to
30% or more of the consolidated assets of BOK Financial
Corporation determined as of the date of the most recent
audited financial statements of such entities. At present, the
only Principal Subsidiary Bank is the Bank of Oklahoma,
National Association. "Voting Stock" is defined in the
Indenture to mean stock of the class or classes having general
voting power under ordinary circumstances to elect at least a
majority of the board of directors, managers or trustees of
such corporation (irrespective of whether or not at the time
stock of any other class or classes will have contingent
voting rights).
Consolidation, Merger and Sale of Assets
The Indenture provides that BOK Financial Corporation may not
consolidate with or merge into any other person or transfer its properties and
assets substantially as an entirety to any person unless:
(1) the person formed by such consolidation or into which BOK
Financial Corporation is merged or the person to which the
properties and assets of BOK Financial Corporation are so
transferred is a corporation, partnership or trust organized
and validly existing under the laws of the United States, any
State thereof or the District of Columbia and expressly
assumes by a supplemental indenture the payment of the
principal of and premium, if any, and interest on the Senior
Debt Securities, as the case may be, and the performance of
the other covenants of BOK Financial Corporation under the
applicable Indenture;
(2) immediately after giving effect to such transaction, no Event
of Default or Default (as defined below), as applicable, and
no event that, after notice or lapse of time or both, would
become an Event of Default or Default, as applicable, has
occurred and is continuing; and
(3) certain other conditions are met.
Defaults
An "Event of Default" is defined in the Indenture, with respect to
Senior Debt Securities of any series issued thereunder, as:
(1) default in the payment of principal of or premium, if any, on any
Debt Security of that series at maturity;
(2) default for 30 days in the payment of interest on any Debt
Security of that series;
(3) default in the deposit of any sinking fund payment when due in
respect of that series;
11
(4) default in the performance, or breach, of any other covenant
or warranty of BOK Financial Corporation in the Indenture or
in the Senior Debt Securities of that series, continued for 60
days after written notice to BOK Financial Corporation by the
Trustee or to BOK Financial Corporation and the Trustee by the
holders of not less than 25% of the aggregate principal amount
of the outstanding Senior Debt Securities of that series;
(5) failure to pay when due any indebtedness of BOK Financial
Corporation or any Principal Subsidiary Bank for borrowed
money in excess of $5,000,000, or acceleration of the maturity
of any such indebtedness in excess of such amount if
acceleration results from a default under the instrument
giving rise to such indebtedness and is not annulled within 60
days after due notice, unless in either case such default is
contested in good faith by appropriate proceedings;
(6) certain events of bankruptcy, insolvency or reorganization of
BOK Financial Corporation or any Principal Subsidiary Bank;
and
(7) any other Event of Default that may be provided for with
respect to Senior Debt Securities of that series.
The Indenture provides that, if any Event of Default with respect to
Senior Debt Securities of any series at the time outstanding thereunder occurs
and is continuing, either the Trustee or the holders of not less than 25% in
aggregate principal amount of the outstanding Senior Debt Securities of that
series may declare the principal amount of all Senior Debt Securities of that
series to be due and payable immediately (provided that no such declaration is
required upon certain events of bankruptcy, insolvency or reorganization), but
upon certain conditions such declaration may be annulled and past defaults
(except, unless theretofore cured, a default in payment of principal of or
premium, if any, or interest on the Senior Debt Securities of that series and
certain other specified defaults) may be waived by the holders of a majority in
principal amount of the outstanding Senior Debt Securities of that series on
behalf of the holders of all Senior Debt Securities of that series. In the event
of the bankruptcy, insolvency or reorganization of BOK Financial Corporation,
the claims of holders of the Senior Debt Securities would be subject as to
enforcement to the broad equity power of a United States Bankruptcy Court, and
to the determination by that court of the nature of the rights of such holders.
The Indenture contains a provision entitling the Trustee, subject to
the duty of the Trustee upon the occurrence and continuation of an Event of
Default to act with the required standard of care, to be indemnified by the
holders of any series of outstanding Senior Debt Securities thereunder before
proceeding to exercise any right or power under the Indenture at the request of
the holders of such series of Senior Debt Securities. The Indenture provides
that the holders of a majority in aggregate principal amount of outstanding
Senior Debt Securities of any series thereunder may direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or other power conferred on the Trustee, with respect to
the Senior Debt Securities of such series, provided that the Trustee may decline
to act if such direction is contrary to law or the Indenture or would involve
the Trustee in personal liability.
12
BOK Financial Corporation will file annually with the Trustee a
certificate as to compliance with all conditions and covenants in the Indenture.
Defeasance and Discharge
The Indenture provides that the terms of any series of Senior Debt
Securities issued thereunder may provide that BOK Financial Corporation may
terminate certain of its obligations under such Indenture with respect to the
Senior Debt Securities of such series on the terms and subject to the conditions
contained in such Indenture, by (a) depositing irrevocably with the applicable
Trustee as trust funds in trust:
(1) in the case of Senior Debt Securities denominated in a foreign
currency, money in such foreign currency or Foreign Government
Obligations (as defined below) of the foreign government or
governments issuing such foreign currency,
(2) in the case of Senior Debt Securities denominated in U.S.
dollars, U.S. dollars or U.S. Government Obligations (as
defined below), in each case in an amount that through the
payment of interest, principal or premium, if any, in respect
thereof in accordance with their terms will provide (without
any reinvestment of such interest, principal or premium), not
later than one business day before the due date of any
payment, money, or
(3) a combination of money and U.S. Government Obligations or
Foreign Government Obligations, as applicable, sufficient to
pay the principal of or premium, if any, and interest on, the
Senior Debt Securities of such series as such are due.
and (b) satisfying certain other conditions precedent specified in the
applicable Indenture. Such deposit and termination is conditioned, among other
things, upon BOK Financial Corporation's delivery of (a) an opinion of
independent counsel that the holders of the Senior Debt Securities of such
series will have no federal income tax consequences as a result of such deposit
and termination and (b) if the Senior Debt Securities of such series are then
listed on an exchange, an opinion of counsel that the Senior Debt Securities of
such series will not be delisted as a result of the exercise of this option.
Such termination will not relieve BOK Financial Corporation of its obligation to
pay when due the principal of, and interest on the Senior Debt Securities of
such series if the Senior Debt Securities of such series are not paid from the
money, Foreign Government Obligations or U.S.Government Obligations held by the
applicable Trustee for payment thereof.
13
"U.S. Government Obligations" means securities that are (1) direct
obligations of the United States of America for the payment of which its full
faith and credit is pledged or (2) obligations of a person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America the payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States of America, that, in either case, under
clauses (1) or (2) are not callable or redeemable at the option of the issuer
thereof. "Foreign Government Obligations" means securities denominated in a
foreign currency that are (1) direct obligations of a foreign government for the
payment of which its full faith and credit is pledged or (2) obligations of a
person controlled or supervised by and acting as an agency or instrumentality of
a foreign government the payment of which is unconditionally guaranteed as a
full faith and credit obligation by such foreign government, that, in either
case, under clauses (1) or (2) are not callable or redeemable at the option of
the issuer thereof.
The applicable prospectus supplement will state whether any defeasance
provisions of the applicable Indenture will apply to the Senior Debt Securities
offered thereby.
Modification and Waiver
Certain modifications and amendments of each of the Indentures may be
made by BOK Financial Corporation and the applicable Trustee only with the
consent of the holders of not less than a majority in aggregate principal amount
of the outstanding Senior Debt Securities of each series issued under such
Indenture and affected by the modification or amendment, provided that no such
modification or amendment may, without the consent of the holder of each
outstanding Debt Security issued under such Indenture and affected thereby:
(1) change the Stated Maturity (as defined in the applicable
indenture) of the principal of, or any installment of
principal of or interest on, any such Debt Security;
(2) reduce the principal amount of, or the premium, if any, or the
interest, if any, on, any such Debt Security;
(3) change the place of payment where, or the coin or currency or
currency unit in which, any principal of, or premium, if any,
or interest on, any such Debt Security is payable;
(4) impair the right to institute suit for the enforcement of any
such payment on or after the Stated Maturity thereof (or, in
the case of redemption, on or after the Redemption Date (as
defined in the applicable Indenture));
(5) reduce the above-stated percentage of outstanding Senior Debt
Securities of any series the consent of the holders of which
is necessary to modify or amend the applicable Indenture; or
(6) modify the foregoing requirements or reduce the percentage of
aggregate principal amount of outstanding Senior Debt
Securities of any series required to be held by holders
seeking to waive compliance with certain provisions of the
applicable Indenture or seeking to waive certain defaults.
14
The holders of not less than a majority in aggregate principal amount
of the outstanding Senior Debt Securities of any series may on behalf of the
holders of all Senior Debt Securities of that series waive, insofar as that
series is concerned, compliance by BOK Financial Corporation with certain
restrictive provisions of the applicable Indenture. The holders of not less than
a majority in aggregate principal amount of the outstanding Senior Debt
Securities of any series may on behalf of the holders of all Senior Debt
Securities of that series waive any past default under the applicable Indenture
with respect to that series, except a default in the payment of the principal
of, or premium, if any, or interest on, any Debt Security of that series or in
respect of a covenant or provision that under the applicable Indenture cannot be
modified or amended without the consent of the holder of each outstanding Debt
Security issued thereunder of the series affected.
Certain modifications and amendments of each of the Indentures may be
made by BOK Financial Corporation and the applicable Trustee without the consent
of holders of the outstanding Senior Debt Securities issued under such
Indenture.
Each Indenture provides that in determining whether the holders of the
requisite principal amount of the outstanding Senior Debt Securities issued
under such Indenture have given any request, demand, authorization, direction,
notice, consent or waiver thereunder or are present at a meeting of holders of
Senior Debt Securities for quorum purposes, the principal amount of a Debt
Security denominated in a foreign currency or currency unit will be the U.S.
dollar equivalent, determined on the date of original issuance of such Debt
Security, of the principal amount of such Debt Security or, in the case of an
Original Issue Discount Security, the U.S. dollar equivalent, determined on the
date of original issuance of such Debt Security, of the amount determined as
provided above.
Title
BOK Financial Corporation, the applicable Trustee and any agent of BOK
Financial Corporation or the applicable Trustee may treat the registered owner
of any Debt Security as the absolute owner thereof (whether or not such Debt
Security is overdue and notwithstanding any notice to the contrary) for the
purpose of making payment and for all other purposes. See "GLOBAL SECURITIES"
below.
Replacement of Senior Debt Securities
Any mutilated Debt Security will be replaced by BOK Financial
Corporation at the expense of the holder upon surrender of such Debt Security to
the applicable Trustee. Senior Debt Securities that are destroyed, lost or
stolen will be replaced by BOK Financial Corporation at the expense of the
holder upon delivery to the applicable Trustee of evidence of the destruction,
loss or theft thereof satisfactory to BOK Financial Corporation and the
applicable Trustee. In the case of a destroyed, lost or stolen Debt Security, an
indemnity satisfactory to the applicable Trustee and BOK Financial Corporation
may be required at the expense of the holder of such Debt Security before a
replacement Debt Security will be issued.
15
Governing Law
The Indentures and the Senior Debt Securities will be governed by, and
construed in accordance with, the laws of the State of New York.
Concerning the Trustees
The Trustee will be named in the applicable prospectus supplement.
Any Trustee may resign or be removed with respect to one or more series
of Senior Debt Securities and a successor Trustee may be appointed to act with
respect to such series. If two or more persons are acting as Trustee with
respect to different series of Senior Debt Securities, each such Trustee will be
a Trustee of a trust under the related Indenture separate and apart from the
trust administered by any other such Trustee, and any action described herein to
be taken by the "Trustee" may then be taken by each such Trustee with respect
to, and only with respect to, the one or more series of Senior Debt Securities
for which it is Trustee.
In the ordinary course of business, BOK Financial Corporation and its
subsidiaries may conduct banking transactions with a Trustee, and such Trustee
and its affiliates may conduct banking transactions with BOK Financial
Corporation and its subsidiaries.
Ratings
Particular series of Senior Debt Securities may be rated by one or more
nationally recognized statistical rating agencies. the rating agency or agencies
and rating or ratings to be assigned with respect to a series of Senior Debt
Securities will be specified in the prospectus supplement for the series of
Senior Debt Securities.
GLOBAL SECURITIES
Unless otherwise specified in the applicable prospectus supplement, the
Senior Debt Securities will be issued in the form of one or more global
certificates (collectively, with respect to each series or issue of Securities,
the "Global Security") registered in the name of a depositary or a nominee of a
depositary. Unless otherwise specified in the applicable prospectus supplement,
the depositary will be The Depository Trust Company ("DTC"). BOK Financial
Corporation has been informed by DTC that its nominee will be Cede & Co.
("Cede"). Accordingly, Cede is expected to be the initial registered holder of
all Senior Debt Securities that are issued in global form. No person that
acquires a beneficial interest in such Senior Debt Securities will be entitled
to receive a certificate representing such person's interest in the Senior Debt
Securities except as set forth herein or in the applicable prospectus
supplement. Unless and until definitive Senior Debt Securities are issued under
the limited circumstances described below, all references to actions by holders
of Senior Debt Securities issued in global form shall refer to actions taken by
DTC upon instructions from its Participants (as defined below), and all
references herein to payments and notices to holders shall refer to payments and
notices to DTC or Cede, as the registered holder of such Senior Debt Securities.
16
DTC is a company organized under the New York Banking Law, a "banking
organization" within the meaning of the New York Banking Law, that it is a
member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code and a "clearing agency"
registered pursuant to Section 17A of the Exchange Act, and was created to hold
securities for its participating organizations ("Participants") and to
facilitate the clearance and settlement of securities transactions among
Participants through electronic book-entry, thereby eliminating the need for
physical movement of certificates. Participants include securities brokers and
dealers, banks, trust companies and clearing corporations, and may include
certain other organizations. Indirect access to the DTC system also is available
to others such as banks, brokers, dealers and trust companies that clear through
or maintain a custodial relationship with a Participant, either directly or
indirectly ("Indirect Participants").
Persons that are not Participants or Indirect Participants but desire
to purchase, sell or otherwise transfer ownership of, or other interests in
Senior Debt Securities may do so only through Participants and Indirect
Participants. Under a book-entry format, holders may experience some delay in
their receipt of payments, as such payments will be forwarded by the agent
designated by BOK Financial Corporation to Cede, as nominee for DTC. DTC will
forward such payments to its Participants, which thereafter will forward them to
Indirect Participants or holders. Holders will not be recognized by BOK
Financial Corporation or by the applicable registrar, transfer agent, Trustee or
Depositary, or their agents, as registered holders of the Senior Debt Securities
entitled to the benefits of the applicable Indenture. Beneficial owners that are
not Participants will be permitted to exercise their rights as such only
indirectly through and subject to the procedures of Participants and, if
applicable, Indirect Participants.
Under the rules, regulations and procedures creating and affecting DTC
and its operations as currently in effect (the "Rules"), DTC will be required to
make book-entry transfers of Senior Debt Securities among Participants and to
receive and transmit payments to Participants. Participants and Indirect
Participants with which beneficial owners of Senior Debt Securities have
accounts with respect to the Senior Debt Securities similarly are required by
the Rules to make book-entry transfers and receive and transmit such payments on
behalf of their respective account holders.
Because DTC can act only on behalf of Participants, who in turn act
only on behalf of Participants or Indirect Participants, and on behalf of
certain banks, trust companies and other persons approved by it, the ability of
a beneficial owner of Senior Debt Securities issued in global form to pledge
such Senior Debt Securities to persons or entities that do not participate in
the DTC system, or to otherwise act with respect to such Senior Debt Securities,
may be limited due to the unavailability of physical certificates for such
Senior Debt Securities.
17
DTC has advised BOK Financial Corporation that DTC will take any action
permitted to be taken by a registered holder of any Senior Debt Securities under
the applicable Indenture only at the direction of one or more Participants to
whose accounts with DTC such Senior Debt Securities are credited.
Unless otherwise specified in the applicable prospectus supplement, a
Global Security will be exchangeable for the relevant definitive Senior Debt
Securities registered in the names of persons other than DTC or its nominee only
if (1) DTC notifies BOK Financial Corporation that it is unwilling or unable to
continue as depository for such Global Security or if at any time DTC ceases to
be a clearing agency registered under the Exchange Act at a time when DTC is
required to be so registered in order to act as such depository, (2) BOK
Financial Corporation determines that such Global Security shall be so
exchangeable or (3) there has occurred and is continuing an Event of Default or
an event that, with the giving of notice or lapse of time, or both, would
constitute an Event of Default with respect to such Senior Debt Securities. Any
Global Security that is exchangeable pursuant to the preceding sentence will be
exchangeable for Senior Debt Securities registered in such names as DTC directs.
Upon the occurrence of any event described in the immediately preceding
paragraph, DTC is generally required to notify all Participants of the
availability through DTC of definitive Senior Debt Securities. Upon surrender by
DTC of the Global Security representing the Securities and delivery of
instructions for re-registration, the registrar, transfer agent, Trustee or
Depositary, as the case may be, will reissue the Senior Debt Securities as
definitive Senior Debt Securities, and thereafter such persons will recognize
the holders of such definitive Senior Debt Securities as registered holders of
Senior Debt Securities entitled to the benefits of the applicable Indenture.
Except as described above, a Global Security may not be transferred
except as a whole by DTC to a nominee of DTC or by a nominee of DTC to DTC or
another nominee of DTC or to a successor depositary appointed by BOK Financial
Corporation. Except as described above, DTC may not sell, assign, transfer or
otherwise convey any beneficial interest in a Global Security evidencing all or
part of any Senior Debt Securities unless such beneficial interest is in an
amount equal to an authorized denomination for such Senior Debt Securities.
USE OF PROCEEDS
We will use the proceeds of the sale of the Senior Debt Securities for:
** acquisitions
** capital improvements
** repayment of short term bank borrowings
** start-up of new banking and bank related businesses
** expansion of existing business
** general working capital
18
We will tell you in the prospect supplement for what purpose we plan to
use the proceeds of any particular series of the Senior Debt Securities.
PLAN OF DISTRIBUTION
We may sell the offered securities (a) through agents; (b) through
underwriters or dealers; or (c) directly to one or more purchasers.
By Agents
Offered securities may be sold through agents designated by us. The
agents agree to use their reasonable best efforts to solicit purchases for the
period of their appointment.
By Underwriters
If underwriters are used in the sale, the offered securities will be
acquired by the underwriters for their own account. The underwriters may resell
the securities in one or more transactions, including negotiated transactions,
at a fixed public offering price or at varying prices determined at the time of
sale. The obligations of the underwriters to purchase the securities will be
subject to certain conditions. The underwriters will be obligated to purchase
all the securities of the series offered if any of the securities are purchased.
Any initial public offering price and any discounts or concessions allowed or
re-allowed or paid to dealers may be changed from time to time.
Direct Sales
Offered securities may also be sold directly by us. In this case, no
underwriters or agents would be involved.
General Information
Underwriters, dealers and agents that participate in the distribution
of the offered securities may be underwriters as defined in the Securities Act
of 1933 (the "Act"), and any discounts or commissions received by them from us
and any profit on the resale of the offered securities by them may be treated as
underwriting discounts and commissions under the Act. Any underwriters or agents
will be identified and their compensation described in a prospectus supplement.
We may have agreements with the underwriters, dealers and agents to
indemnify them against certain civil liabilities, including liabilities under
the Act, or to contribute with respect to payments which the underwriters,
dealers or agents may be required to make.
Underwriters, dealers and agents may engage in transactions with, or
perform services for, us or our subsidiaries in the ordinary course of their
businesses.
19
RATIO OF EARNINGS TO FIXED CHARGES
Six Months
Ended Year Ended December 31,
June 30, 1998 1997 1996 1995 1994 1993
------------- ---- ---- ---- ---- ----
Ratio of Earnings to Fixed Charges:
Excluding Interest on Deposits 2.68 2.21 2.54 2.02 2.81 6.80
Including Interest on Deposits 1.55 1.43 1.43 1.40 1.57 1.73
These computations include BOK Financial Corporation and its
subsidiaries. For these ratios, "earnings" are determined by adding "fixed
charges" income taxes to income from continuing operations. "Fixed charges"
consist of interest on all debt and amortization of premiums or discounts
associated with debt.
VALIDITY OF THE SENIOR DEBT SECURITIES
Unless otherwise indicated in the applicable prospectus supplement, the
validity of and Senior Debt Securities offered hereby will be passed upon for
BOK Financial Corporation by its counsel, Frederic Dorwart, Esquire, Tulsa,
Oklahoma.
EXPERTS
The consolidated financial statements of BOK Financial Corporation
incorporated by reference in BOK Financial Corporation's Annual Report (Form
10-K) for the year ended December 31, 1997 have been audited by Ernst & Young
LLP, independent auditors, as set forth in their report incorporated by
reference therein and incorporated herein by reference. Such consolidated
financial statements are incorporated herein by reference in reliance upon such
report given upon the authority of such firm as experts in accounting and
auditing.
20
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
--------------------------------------
Item 14. Other Expenses of Issuance and Distribution
The following are the estimated expenses to be incurred by BOK
Financial Corporation in connection with the Offer described in this
Registration Statement:
SEC registration fee.................................$ 73,750
Printing and engraving expense....................... 20,000
Fees and expenses of transfer agent................... 5,000
Accounting fees and expenses...........................25,000
Legal fees and expenses............................... 20,000
Miscellaneous....................................... 5,000
Total...........................................$148,750
Item 15. Indemnification of Directors and Officers
The Oklahoma Business Corporation Act and Article VI of the Bylaws of
BOK Financial Corporation provide BOK Financial Corporation with broad powers
and authority to indemnify its directors and officers and to purchase and
maintain insurance for such purposes. Pursuant to such statutory and Bylaw
provisions, BOK Financial Corporation has purchased insurance against certain
costs of indemnification of its officers and directors.
Item 16. Exhibits and Financial Statement Schedules.
(a) Exhibits.
Exhibit # Description of Exhibits
1.0 Form of Underwriting Agreement
3.0 The Articles of Incorporation of BOK Financial Corporation, incorporated by
reference to (i) Amended and Restated Certificate of Incorporation of BOK
Financial Corporation filed with the Oklahoma Secretary of State on May 28,
1991, filed as Exhibit 3.0 to S-1 Registration Statement No. 33-90450, and
(ii) Amendment attached as Exhibit A to Information Statement and
prospectus supplement filed November 20, 1991.
3.1 Bylaws of BOK Financial Corporation, incorporated by reference to Exhibit
3.1 of S-1 Registration Statement No. 33-90450.
4.0 The rights of the holders of the Common Stock and Preferred Stock of BOK
Financial Corporation are set forth in its Certificate of Incorporation.
4.1 Form of Senior Debt Indenture.
21
5.0 Opinion of Frederic Dorwart, Lawyers regarding validity of Senior Debt
Securities.
23.0 Consent of independent auditors - Ernst & Young LLP.
27.0 Financial Data Schedule for ended December 31, 1997, incorporated by
reference to Exhibit 27.0 of Form 10-K for the fiscal year ended December
31, 1997
27.1 Restated Financial Data Schedule, incorporated by reference to Exhibit 27.1
of Form 10-Q for the fiscal quarter ended June 30, 1998
99.0 Additional Exhibits.
99.1 Undertakings incorporated by reference into S-8 Registration Statement No.
33-44121 for Bank of Oklahoma Master Thrift Plan and Trust, incorporated by
reference to Exhibit 99.1 of Form 10-K for the fiscal year ended December
31, 1993.
99.2 Undertakings incorporated by reference into S-8 Registration Statement No.
33-44122 for BOK Financial Corporation 1991 Special Stock Option Plan,
incorporated by reference to Exhibit 99.2 of Form 10-K for the fiscal year
ended December 31, 1993.
99.3 Undertakings incorporated by reference into S-8 Registration Statement No.
33-55312 for BOK Financial Corporation 1992 Stock Option Plan, incorporated
by reference to Exhibit 99.3 of Form 10-K for the fiscal year ended
December 31, 1993.
99.4 Undertakings incorporated by reference into S-8 Registration Statement No.
33-70102 for BOK Financial Corporation 1993 Stock Option Plan, incorporated
by reference to Exhibit 99.4 of Form 10-K for the fiscal year ended
December 31, 1993.
99.5 Undertakings incorporated by reference into S-8 Registration Statement No.
33-79834 for BOK Financial Corporation 1994 Stock Option Plan, incorporated
by reference to Exhibit 99.5 of Form 10-K for the fiscal year ended
December 31, 1994.
99.6 Undertakings incorporated by reference into S-8 Registration Statement No.
33-79836 for BOK Financial Corporation Directors' Stock Compensation Plan,
incorporated by reference to Exhibit 99.6 of Form 10-K for the fiscal year
ended December 31, 1994.
99.7 Undertakings incorporated by reference into S-8 Registration Statement No.
33-32642 for BOK Financial Corporation 1997 Stock Option Plan, Incorporated
by reference to Exhibit 99.7 of Form 10-K for the fiscal year ended
December 31, 1997.
22
(b) Financial Statement Schedules.
All schedules either are not applicable or the information required thereby
is included in the financial statements or notes thereto.
Item 17. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in the registration statement. Notwithstanding
the foregoing, any increase or decrease in the volume
of securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation from the low or high and
of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no
more than 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration
Fee" table in the effective registration statement.
(iii)To include any material information with respect to
the plan of distribution not previously disclosed in
the registration statement or any material change to
such information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required to
be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with
or furnished to the Commission by the registrant
pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
23
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or paid
by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
of whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of
such issue.
(d) The undersigned registrant hereby undertakes to file an application for
the purpose of determining the eligibility of the trustee in respect of
the Indenture and the Subordinated Indenture to act under subsection
(a) of Section 310 of the Trust Indenture Act in accordance with the
rules and regulations prescribed by the Commission under Section
305(b)(2) of the Act.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement or Amendment to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Tulsa, State of Oklahoma, on October 12, 1998.
BOK FINANCIAL CORPORATION
By /s/ George B. Kaiser
____________________________________
GEORGE B. KAISER,
Chairman of the Board of Directors
24
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment to the Registration Statement has been signed below by the
following persons in the capacities and on the date indicated.
Signature Title Date
/s/ George B. Kaiser Chairman of the Board October 13, 1998
George B. Kaiser of BOK Financial Corporation
/s/ Stanley A. Lybarger President, Chief Executive October 13, 1998
Stanley A. Lybarger Officer, and Director of
BOK Financial Corporation
/s/ James A. White Executive Vice President, October 13, 1998
James A. White Chief Financial Officer,
and Treasurer of BOK
Financial Corporation
/s/ John C. Morrow Controller of BOK October 13, 1998
John C. Morrow Financial Corporation
/s/ W. Wayne Allen Director of BOK Financial October 13, 1998
W. Wayne Allen Corporation
/s/ James E. Barnes Director of BOK Financial October 13, 1998
James E. Barnes Corporation
/s/ Sharon J. Bell Director of BOK Financial October 13, 1998
Sharon J. Bell Corporation
/s/ Glenn A. Cox Director of BOK Financial October 13, 1998
Glenn A. Cox Corporation
25
/s/ Robert H. Donaldson Director of BOK Financial October 13, 1998
Robert H. Donaldson Corporation
/s/ William E. Durrett Director of BOK Financial October 13, 1998
William E. Durrett Corporation
/s/ James O. Goodwin Director of BOK Financial October 13, 1998
James O. Goodwin Corporation
/s/ V. Burns Hargis Director of BOK Financial October 13, 1998
V. Burns Hargis Corporation
/s/ Howard E. Janzen Director of BOK Financial October 13, 1998
Howard E. Janzen Corporation
/s/ E. Carey Joullian IV Director of BOK Financial October 13, 1998
E. Carey Joullian IV Corporation
/s/ Robert J. LaFortune Director of BOK Financial October 13, 1998
Robert J. LaFortune Corporation
/s/ Philip C. Lauinger Director of BOK Financial October 13, 1998
Philip C. Lauinger Corporation
/s/ David R. Lopez Director of BOK Financial October 13, 1998
David R. Lopez Corporation
/s/ John Massey Director of BOK Financial October 13, 1998
John Massey Corporation
Director of BOK Financial October 13, 1998
- -----------------------------Corporation
Frank A. McPherson
/s/ Steve E. Moore Director of BOK Financial October 13, 1998
Steve E. Moore Corporation
26
/s/ J. Larry Nichols Director of BOK Financial October 13, 1998
J. Larry Nichols Corporation
Director of BOK Financial October 13, 1998
- ----------------------------Corporation
Robert L. Parker, Sr.
/s/ James W. Pielsticker Director of BOK Financial October 13, 1998
James W. Pielsticker Corporation
/s/ E.C. Richards Director of BOK Financial October 13, 1998
E.C. Richards Corporation
/s/ James A. Robinson Director of BOK Financial October 13, 1998
James A. Robinson Corporation
Director of BOK Financial October 13, 1998
- ----------------------------Corporation
L. Francis Rooney
/s/ David J. Tipeconnic Director of BOK Financial October 13, 1998
David J. Tippeconnic Corporation
Director of BOK Financial October 13, 1998
- ----------------------------Corporation
Tom E. Turner
Director of BOK Financial October 13, 1998
- --------------------------- Corporation
Robert L. Zemanek
27
POWER OF ATTORNEY
Each person whose signature appears below hereby authorizes George B.
Kaiser and James A. White, or either of them, to file one or more amendments
(including post-effective amendments) to Registration Statement number
______________, which amendments may make such changes in the Registration
Statement as Mr. Kaiser or Mr. White deems appropriate, and each such person
hereby appoints George B. Kaiser and James A. White, or either of them, as
attorney-in-fact to execute in the name and on behalf of each person
individually, and in each capacity stated below, any such amendment to the
Registration Statement.
Signature Title Date
/s/ George B. Kaiser Chairman of the Board October 13, 1998
George B. Kaiser of BOK Financial Corporation
/s/ Stanley A. Lybarger President, Chief Executive October 13, 1998
Stanley A. Lybarger Officer, and Director of
BOK Financial Corporation
/s/ James A. White Executive Vice President, October 13, 1998
James A. White Chief Financial Officer,
and Treasurer of BOK
Financial Corporation
/s/ John C. Morrow Controller of BOK October 13, 1998
John C. Morrow Financial Corporation
/s/ W. Wayne Allen Director of BOK Financial October 13, 1998
W. Wayne Allen Corporation
/s/ James E. Barnes Director of BOK Financial October 13, 1998
James E. Barnes Corporation
/s/ Sharon J. Bell Director of BOK Financial October 13, 1998
Sharon J. Bell Corporation
28
/s/ Glenn A. Cox Director of BOK Financial October 13, 1998
Glenn A. Cox Corporation
/s/ Robert H. Donaldson Director of BOK Financial October 13, 1998
Robert H. Donaldson Corporation
/s/ William E. Durrett Director of BOK Financial October 13, 1998
William E. Durrett Corporation
/s/ James O. Goodwin Director of BOK Financial October 13, 1998
James O. Goodwin Corporation
/s/ V. Burns Hargis Director of BOK Financial October 13, 1998
V. Burns Hargis Corporation
/s/ Howard E. Janzen Director of BOK Financial October 13, 1998
Howard E. Janzen Corporation
/s/ E. Carey Joullian IV Director of BOK Financial October 13, 1998
E. Carey Joullian IV Corporation
/s/ Robert J. LaFortune Director of BOK Financial October 13, 1998
Robert J. LaFortune Corporation
/s/ Philip C. Lauinger Director of BOK Financial October 13, 1998
Philip C. Lauinger Corporation
/s/ David R. Lopez Director of BOK Financial October 13, 1998
David R. Lopez Corporation
/s/ John Massey Director of BOK Financial October 13, 1998
John Massey Corporation
Director of BOK Financial October 13, 1998
- ---------------------------- Corporation
Frank A. McPherson
29
/s/ Steve E. Moore Director of BOK Financial October 13, 1998
Steve E. Moore Corporation
/s/ J. Larry Nichols Director of BOK Financial October 13, 1998
J. Larry Nichols Corporation
Director of BOK Financial October 13, 1998
- ---------------------------- Corporation
Robert L. Parker, Sr.
/s/ James W. Pielsticker Director of BOK Financial October 13, 1998
James W. Pielsticker Corporation
/s/ E.C. Richards Director of BOK Financial October 13, 1998
E.C. Richards Corporation
/s/ James A. Robinson Director of BOK Financial October 13, 1998
James A. Robinson Corporation
Director of BOK Financial October 13, 1998
- ---------------------------- Corporation
L. Francis Rooney
/s/ David J. Tipeconnic Director of BOK Financial October 13, 1998
David J. Tippeconnic Corporation
Director of BOK Financial October 13, 1998
- ---------------------------- Corporation
Tom E. Turner
Director of BOK Financial October 13, 1998
- ---------------------------- Corporation
Robert L. Zemanek
INDEX TO EXHIBITS
Exhibit
Number Description of Exhibits
1.0 Form of Underwriting Agreement
4.1 Form of Senior Debt Indenture
5.0 Opinion of Frederic Dorwart, Lawyers
23.0 Consent of Independent Auditors - Ernst & Young LLP