SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) March 22, 1996
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BANCFIRST CORPORATION
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(Exact name of registrant as specified in its charter)
OKLAHOMA 0-14384 73-1221379
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(State or other jurisdiction of Commission File Number (I.R.S. Employer
incorporation or organization) Identification No.)
101 North Broadway, Suite 200, Oklahoma City, Oklahoma 73102
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (405)270-1086
Item 2. ACQUISITION OR DISPOSITION OF ASSETS.
On March 22, 1996, BancFirst, a wholly-owned subsidiary of BancFirst Corporation
(the "Company"), consummated a merger with City Bankshares, Inc. ("City
Bankshares") of Oklahoma City, Oklahoma. The merger was effected through a
share acquisition transaction, whereby 100% of the outstanding common stock of
City Bankshares was acquired by BancFirst from the 73 shareholders of record of
City Bankshares for cash of $19,125,000. In addition, BancFirst paid the Chief
Executive Officer of City Bankshares $1,250,000 pursuant to a covenant not to
compete with BancFirst for a period of four years. The merger was consummated
concurrent with the share acquisition. BancFirst was the surviving entity and
the main office and branches of City Bankshares became branches of BancFirst.
The funds for the share acquisition were obtained from the general liquidity of
BancFirst. The consideration paid for the shares was determined through
negotiations with the principal shareholders of City Bankshares and an analysis
by management of BancFirst of a number of factors relating to City Bankshares,
including historical earnings, projected future earnings, asset quality, fair
values of certain assets and the book value of stockholders' equity. City
Bankshares had total assets of approximately $130 million at the time of the
merger, including premises, furniture and equipment, all of which BancFirst
intends to continue to use for banking purposes.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.
It is impractical to provide the required financial statements for
City Bankshares at this time. Such financial statements will be filed
on or before June 4, 1996.
(b) PRO FORMA FINANCIAL INFORMATION.
It is impractical to provide the required pro forma financial
information at this time. Such pro forma financial information will
be filed on or before June 4, 1996.
(c) EXHIBITS.
EXHIBIT
NUMBER EXHIBIT
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2.1 Agreement and Plan of Reorganization dated September 16, 1995
between BancFirst and City Bankshares, Inc. (filed as Exhibit 2.2
to the Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1995 and incorporated herein by reference).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
April 8, 1996 /Randy P. Foraker/
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Randy P. Foraker
Sr. Vice President, Controller
and Secretary/Treasurer
(Principal Accounting Officer)