SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD
FROM_________________________to________________________
COMMISSION FILE NUMBER 0-14384
BANCFIRST CORPORATION
(Exact name of registrant as specified in charter)
Oklahoma 73-1221379
(State or other Jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
101 N. Broadway, Suite 200, Oklahoma City, Oklahoma
73102-8401
(Address of principal executive offices)
(Zip Code)
(405) 270-1086
(Registrant's telephone number, including area code)
---------------------------------------------
(Former name, former address and former fiscal
year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
--- ---
As of April 30, 1998 there were 6,363,179 shares of the registrant's Common
Stock outstanding.
1
PART I - FINANCIAL INFORMATION
BANCFIRST CORPORATION
CONSOLIDATED BALANCE SHEET
(DOLLARS IN THOUSANDS)
MARCH 31, DECEMBER 31,
---------------------------------
1998 1997 1997
---------------- --------------- ---------------
ASSETS
Cash and due from banks $ 102,916 $ 67,421 $ 69,652
Interest-bearing deposits with banks 100 62 147
Securities (market value: $397,675, $302,985
and $311,013, respectively) 396,911 302,760 310,343
Federal funds sold 29,000 32,670 40,600
Loans:
Total loans (net of unearned interest) 926,769 783,296 857,896
Allowance for possible loan losses (12,699) (11,925) (12,284)
----------- ----------- -----------
Loans, net 914,070 771,371 845,612
Premises and equipment, net 35,719 33,556 33,598
Other real estate owned 684 1,239 915
Intangible assets, net 22,364 13,889 12,500
Accrued interest receivable 14,000 11,043 11,357
Other assets 17,091 17,903 21,065
----------- ----------- -----------
Total assets $ 1,532,855 $ 1,251,914 $ 1,345,789
=========== =========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits:
Noninterest-bearing $ 287,597 $ 235,844 $ 269,089
Interest-bearing 1,070,056 860,442 906,021
----------- ----------- -----------
Total deposits 1,357,653 1,096,286 1,175,110
Short-term borrowings 5,061 1,291 6,016
Long-term borrowings 7,024 6,587 7,051
9.65% Capital Securities 25,000 25,000 25,000
Accrued interest payable 6,159 4,734 5,722
Other liabilities 5,465 5,056 3,956
----------- ----------- -----------
Total liabilities 1,406,364 1,138,954 1,222,855
----------- ----------- -----------
Commitments and contingent liabilities
Stockholders' equity:
Common stock 6,363 6,339 6,345
Capital surplus 36,157 35,083 36,008
Retained earnings 82,238 71,862 79,032
Accumulated other comprehensive income 1,733 (324) 1,549
----------- ----------- -----------
Total stockholders' equity 126,491 112,960 122,934
----------- ----------- -----------
Total liabilities and stockholders' equity $ 1,532,855 $ 1,251,914 $ 1,345,789
=========== =========== ===========
See accompanying notes to consolidated financial statements.
2
BANCFIRST CORPORATION
CONSOLIDATED STATEMENT OF INCOME
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
THREE MONTHS ENDED
MARCH 31,
--------------------
1998 1997
-------- --------
INTEREST INCOME
Loans, including fees $ 20,897 $ 18,164
Interest-bearing deposits with banks 2 19
Securities:
Taxable 4,795 4,513
Tax-exempt 283 153
Federal funds sold 497 350
-------- --------
Total interest income 26,474 23,199
-------- --------
INTEREST EXPENSE
Deposits 10,200 8,847
Short-term borrowings 153 21
Long-term borrowings 107 96
9.65% Capital Securities 614 373
-------- --------
Total interest expense 11,074 9,337
-------- --------
Net interest income 15,400 13,862
Provision for possible loan losses 577 96
-------- --------
Net interest income after provision for
possible loan losses 14,823 13,766
-------- --------
NONINTEREST INCOME
Service charges on deposits 2,597 2,481
Securities transactions - -
Other 1,779 1,326
-------- --------
Total noninterest income 4,376 3,807
-------- --------
NONINTEREST EXPENSE
Salaries and employee benefits 7,587 6,550
Occupancy and fixed assets expense, net 765 763
Depreciation 819 709
Amortization 552 533
Data processing services 380 370
Net expense from other real estate owned 23 62
Other 2,747 2,527
-------- --------
Total noninterest expense 12,871 11,514
-------- --------
Income before taxes 6,328 6,059
Income tax expense (2,358) (2,298)
-------- --------
Net income 3,970 3,761
Other comprehensive income, net of tax:
Unrealized gains on securities 184 (1,060)
-------- --------
Comprehensive income $ 4,154 $ 2,701
======== ========
NET INCOME PER COMMON SHARE
Basic $ 0.62 $ 0.59
======== ========
Diluted $ 0.60 $ 0.57
======== ========
See accompanying notes to consolidated financial statements.
3
BANCFIRST CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
(DOLLARS IN THOUSANDS)
THREE MONTHS ENDED
MARCH 31,
----------------------
1998 1997
--------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES $ 3,791 $ 11,872
--------- ---------
INVESTING ACTIVITIES
Cash and due from banks used for acquisitions 93,486 (4,954)
Purchases of securities:
Held for investment (95,254) (157)
Available for sale (2,391) (37,305)
Maturities of securities:
Held for investment 767 1,054
Available for sale 10,520 16,000
Proceeds from sales of securities:
Held for investment 187 105
Available for sale - -
Net decrease in federal funds sold 11,600 12,115
Purchases of loans (3,934) (2,023)
Proceeds from sales of loans 21,667 23,843
Net other increase in loans (56,245) (41,810)
Purchases of premises and equipment (1,201) (1,624)
Proceeds from sales of other real estate owned and repossessed assets 492 307
Other, net 83 1,279
--------- ---------
Net cash used for investing activities (20,223) (33,170)
--------- ---------
FINANCING ACTIVITIES
Net increase (decrease) in demand, transaction and savings deposits 21,903 (27,356)
Net increase in certificates of deposit 29,322 18,189
Net decrease in short-term borrowings (955) (2,123)
Net decrease in long-term borrowings (26) (49)
Issuance of 9.65% Capital Securities - 25,000
Issuance of common stock 166 98
Purchase and retirement of common stock - (1,277)
Cash dividends paid (761) (640)
--------- ---------
Net cash provided by financing activities 49,649 11,842
--------- ---------
Net increase (decrease) in cash and due from banks 33,217 (9,456)
Cash and due from banks at the beginning of the period 69,799 76,939
--------- ---------
Cash and due from banks at the end of the period $ 103,016 $ 67,483
--------- ---------
SUPPLEMENTAL DISCLOSURE
Cash paid during the period for interest $ 10,636 $ 8,543
========= =========
Cash paid during the period for income taxes $ 23 $ --
========= =========
See accompanying notes to consolidated financial statements.
4
BANCFIRST CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)
(1) GENERAL
The accompanying consolidated financial statements include the accounts of
BancFirst Corporation, BFC Capital Trust I, BancFirst, BancFirst Investment
Corporation, Lenders Collection Corporation and Express Financial Corporation
(formerly National Express Corporation). All significant intercompany accounts
and transactions have been eliminated. Assets held in a fiduciary or agency
capacity are not assets of the Company and, accordingly, are not included in the
consolidated financial statements.
The unaudited interim financial statements contained herein reflect all
adjustments which are, in the opinion of management, necessary to provide a fair
statement of the financial position and results of operations of the Company for
the interim periods presented. All such adjustments are of a normal and
recurring nature. There have been no significant changes in the accounting
policies of the Company since December 31, 1997, the date of the most recent
annual report. Certain amounts in the 1997 financial statements have been
reclassified to conform to the 1998 presentation.
The preparation of financial statements in conformity with generally
accepted accounting principles inherently involves the use of estimates and
assumptions that affect the amounts reported in the financial statements and the
related disclosures. Such estimates and assumptions may change over time and
actual amounts may differ from those reported.
(2) MERGERS, ACQUISITIONS AND DISPOSALS
In December 1996, the Company's money order subsidiary, Express Financial
Corporation (formerly National Express Corporation) entered into an agreement
for the sale of its business. Under the terms of the agreement, Express
Financial Corporation received cash of $600 in January 1997, and may receive
additional payments of up to $500 over a two-year period based upon specified
levels of business retained by the purchaser. The business and intangible
assets of Express Financial Corporation were transferred to the purchaser in
January and February 1997. The purchaser did not assume any liabilities of
Express Financial Corporation. The sale was accounted for as a disposal of a
segment of business. Consequently, the expected net gain from the disposal will
be recognized in the Company's consolidated statement of income when the final
proceeds are received. The operations of Express Financial Corporation were not
material in relation to the consolidated operations of the Company. In March
1998, the first additional payment from the sale of $243 was received. The
final payment is due in January 1999. The following assets and liabilities of
Express Financial Corporation are included in the Company's consolidated balance
sheet:
MARCH 31,
--------------------------- DECEMBER 31,
1998 1997 1997
------------ ------------ ------------
Cash and due from BancFirst $ 1,077 $ 2,281 $ 2,290
Interest-bearing deposit with BancFirst 3,684 3,674 3,674
Securities held for investment 2,261 786 508
Premises and equipment, net 5 167 6
Intangible assets, net -- -- --
Receivables from money order sales, net -- 261 283
Other assets 3 11 9
------------ ------------ ------------
Total assets $ 7,030 $ 7,180 $ 6,770
============ ============ ============
Outstanding money orders $ 1,669 $ 2,008 $ 1,693
Other liabilities -- 5 16
------------ ------------ ------------
Total liabilities $ 1,669 $ 2,013 $ 1,709
------------ ------------ ------------
5
In March 1998, BancFirst completed the purchase 13 branches from
NationsBank, N.A and concurrently sold three of the branches to another Oklahoma
financial institution. The purchase and sale resulted in BancFirst purchasing
loans and other assets of approximately $32,800, assuming deposits of
approximately $132,100 and paying a premium on deposits of approximately $9,100.
The transaction was accounted for as a purchase. Accordingly, the effects of the
purchase are included in the Company's consolidated financial statements from
the date of the purchase forward. In April 1998, BancFirst entered into
agreements to sell four additional branches to other Oklahoma financial
institutions on substantially the same terms as BancFirst's purchase of the
branches from NationsBank, N.A. These branches have loans and other assets of
approximately $11,000 and deposits of approximately $59,100. The sales of these
branches are expected to be completed in June and July of 1998.
In May 1998, the Company completed a merger with Lawton Security
Bancshares, Inc. ("Lawton Security Bancshares"), which had approximately $92,000
in total assets. The merger was effected through the exchange of 414,790 shares
of BancFirst Corporation common stock for all of the Lawton Security Bancshares
common stock outstanding, and will be accounted for as a pooling of interests.
Accordingly, for periods reported subsequent to the completion of the merger,
the consolidated accounts of Lawton Security Bancshares will be combined with
the accounts of the Company and will be included in the Company's consolidated
financial statements for all periods presented.
In May 1998, the Company entered into a merger agreement with AmQuest
Financial Corp. ("AmQuest") of Duncan, Oklahoma. The merger is expected to be
completed in September 1998 and would be effected through the exchange of a
maximum of 2,625,000 shares of BancFirst Corporation common stock for all of the
AmQuest common stock outstanding, with AmQuest being merged into the Company.
AmQuest has approximately $568,000 in total assets and operates two subsidiary
banks, AmQuest Bank, N.A. and Exchange National Bank & Trust Company. The
merger is subject to shareholder and regulatory approvals and will be accounted
for as a pooling of interests. Accordingly, for periods reported subsequent to
the completion of the merger, the consolidated accounts of AmQuest will be
combined with the accounts of the Company and will be included in the Company's
consolidated financial statements for all periods presented.
(3) SECURITIES
The table below summarizes securities held for investment and securities
available for sale.
MARCH 31,
--------------------------- DECEMBER 31,
1998 1997 1997
------------ ------------ ------------
Held for investment, at cost (market value:
$40,273, $32,527 and $38,705, respectively) $ 39,509 $ 32,302 $ 38,035
Available for sale, at market value 357,402 270,458 272,308
------------ ------------ ------------
Total securities $ 396,911 $ 302,760 $ 310,343
============ ============ ============
(4) COMPREHENSIVE INCOME
The Company adopted Statement of Financial Accounting Standards No. 130,
"Reporting Comprehensive Income" effective January 1, 1998. This Statement
establishes standards for reporting and display of comprehensive income and its
components (revenues, expenses, gains and losses) in a full set of general-
purpose financial statements. The only component of comprehensive income
reported by the Company is the unrealized gain or loss on securities available
for sale. The amount of this unrealized gain or loss, net of tax, has been
presented in the statement of income for each period as a component of other
comprehensive income. Below is a summary of the tax effects of this unrealized
gain or loss.
6
THREE MONTHS ENDED
MARCH 31,
---------------------------
1998 1997
------------ ------------
Unrealized gain (loss) during the period:
Before-tax amount $ 254 $ (1,581)
Tax expense (70) 521
------------ ------------
Net-of-tax amount $ 184 $ (1,060)
============ ============
The amount of unrealized gain or loss included in accumulated other
comprehensive income is summarized below.
THREE MONTHS ENDED
MARCH 31,
---------------------------
1998 1997
------------ ------------
Unrealized gain (loss) on securities:
Beginning balance $ 1,549 $ 736
Current period change 184 (1,060)
------------ ------------
Ending balance $ 1,733 $ (324)
============ ============
(5) NET INCOME PER COMMON SHARE
Basic and diluted net income per common share are calculated as follows:
INCOME SHARES PER SHARE
(NUMERATOR) (DENOMINATOR) AMOUNT
-------------- ----------------- ------------
THREE MONTHS ENDED MARCH 31, 1998
---------------------------------
BASIC:
Income available to common stockholders $ 3,970 6,355,273 $ 0.62
============
Effect of stock options -- 216,809
-------------- -----------------
DILUTED:
Income available to common stockholders
plus assumed exercises of stock options $ 3,970 6,572,082 $ 0.60
============== ================= ============
THREE MONTHS ENDED MARCH 31, 1997
---------------------------------
BASIC:
Income available to common stockholders $ 3,761 6,360,359 $ 0.59
============
Effect of stock options -- 277,003
-------------- -----------------
DILUTED:
Income available to common stockholders
plus assumed exercises of stock options $ 3,761 6,637,362 $ 0.57
============== ================= ============
7
Below is the number and average exercise prices of options that were excluded
from the computation of diluted net income per share for each year because the
options' exercise prices were greater than the average market price of the
common shares.
AVERAGE
EXERCISE
SHARES PRICE
------------ -----------
Three Months Ended March 31, 1998 10,000 $ 40.00
Three Months Ended March 31, 1997 7,500 $ 29.25
(6) STOCK REPURCHASE PROGRAM
In April 1998, the Company terminated its Stock Repurchase Program. No
repurchases were made under the program during 1998.
8
BANCFIRST CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
SUMMARY
The Company reported net income of $3.97 million for the quarter ended
March 31, 1998, compared to net income of $3.76 million for the same quarter of
1997. Diluted net income per share was $0.60 for the first quarter of 1998,
compared to $0.57 per share for the first quarter of 1997.
Total assets were $1.53 billion, an increase of $187 million from December
31, 1997 and $281 million from March 31, 1997. The growth since year-end 1997
and the first quarter of 1997 was due to the acquisition of ten branches from
NationsBank, N.A. and internal growth. Stockholders' equity rose to $126
million, an increase of $3.56 million compared to December 31, 1997 and $13.5
million compared to March 31, 1997.
RESULTS OF OPERATIONS
Net interest income increased for the first quarter of 1998 by $1.54 million,
or 11.1%, as compared to the same quarter of 1997, primarily as a result of
earning asset growth. Net interest spread was 4.22% for the quarter compared to
4.30% for the first quarter of 1997, while average net earning assets increased
$25.4 million, or 11.7%. Net interest margin on a taxable equivalent basis was
5.09% for the first quarter, compared to 5.18% for the same quarter of 1997.
The Company provided $577,000 for possible loan losses for the quarter,
compared to $96,000 for the first quarter of 1997, reflecting higher net
charge-offs and loan growth in 1998. Net loan charge-offs were $453,000 for the
first quarter of 1998, compared to $115,000 for the first quarter of 1997. The
net charge-offs in 1998 represent an annualized rate of 0.20% of total loans,
compared to a rate of 0.06% for the same quarter of 1997. While net charge-offs
increased in the first quarter over recent periods, asset quality remains high.
Noninterest income increased $569,000, or 14.9%, compared to the first
quarter of 1997 due to higher service charges on deposits and other income, such
as trust fees and income from the origination and sale of residential mortgages.
Noninterest expense increased $1.36 million, or 11.8%, due largely to increased
staffing and other costs of expanding the Company's management and operational
infrastructure.
Income tax expense increased $60,000 compared to the first three months of
1997. The effective tax rate on income before taxes was 37%, down slightly from
38% in 1997.
FINANCIAL POSITION
Total securities increased $86.6 million compared to December 31, 1997 and
$94.2 million compared to March 31, 1997, primarily due to cash received for the
assumption of net liabilities for the branches acquired from NationsBank, N.A.
The net unrealized gain on securities available for sale was $2.67 million at
the end of the first quarter of 1998, compared to a gain of $2.41 million at
December 31 and a loss of $469,000 at March 31, 1997. The average taxable
equivalent yield on the securities portfolio for the first quarter increased to
6.48% from 6.45% for the same quarter of 1997.
Total loans increased $68.9 million from December 31, 1997 and $143 million
from March 31, 1997, due to $30 million of loans acquired with the NationsBank
branches and internal growth. The allowance for possible loan losses increased
$415,000 from year-end 1997 and $774,000 from the first quarter of 1997. The
allowance as a percentage of total loans was 1.37%, 1.43% and 1.55% at March 31,
1998, December 31, 1997 and March 31, 1997, respectively. The allowance to
nonperforming and restructured loans ratios at the same dates were 260.60%,
248.01% and 216.90%, respectively.
Nonperforming and restructured assets totaled $5.69 million, compared to
$6.04 million at year-end 1997 and
9
$5.9 million at March 31, 1997. Although the ratio of nonperforming and
restructured assets to total assets is only 0.37%, it is reasonable to expect
nonperforming loans and loan losses to rise over several years to historical
norms as a result of economic and credit cycles.
Total deposits increased $183 million as compared to December 31, 1997 and
$261 million compared to March 31, 1997. The increases reflect the acquisition
of the NationsBank branches, which added approximately $132 million in deposits,
and internal growth. The Company's deposit base continues to be comprised
substantially of core deposits, with large denomination certificates of deposit
being only 12.6% of total deposits at March 31, 1998.
Short-term borrowings decreased $955,000 from December 31, 1997 and increased
$3.77 million from March 31, 1997. Fluctuations in short-term borrowings are a
function of liquidity needs and customer demand for repurchase agreements.
Long-term borrowings decreased $27,000 from year-end 1997, and increased
$437,000 from the third quarter of 1997 due to principal payments in 1998 and
additional Federal Home Loan Bank borrowings during 1997.
Stockholders' equity rose to $126 million from $123 million at year-end 1997
and $113 million at March 31, 1997. These increases were primarily the result of
accumulated earnings. In April 1998, the Company terminated its Stock
Repurchase Program. No repurchases were made under the program during 1998.
Average stockholders' equity to average assets for the quarter was 8.96%,
compared to 9.14% for the same quarter of 1997. The Company's leverage ratio
and total risk-based capital ratio were 8.43% and 14.94%, respectively, at March
31, 1998, well in excess of the regulatory minimums.
10
BANCFIRST CORPORATION
SELECTED CONSOLIDATED FINANCIAL STATISTICS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
THREE MONTHS ENDED
MARCH 31,
---------------------------
1998 1997
PERFORMANCE STATISTICS ----------- ------------
Net income per share - basic $ 0.62 $ 0.59
Net income per share - diluted 0.60 0.57
Cash dividends per share 0.12 0.10
Return on average assets 1.15% 1.23%
Return on average stockholders' equity 12.83 13.51
Efficiency ratio 65.08 65.16
MARCH 31, DECEMBER 31,
--------------------------
BALANCE SHEET AND ASSET QUALITY 1998 1997 1997
STATISTICS ----------- ----------- ------------
Book value per share $ 19.88 $ 17.82 $ 19.37
Tangible book value per share 16.37 15.63 17.40
Average loans to deposits (year-to-date) 72.32% 70.59% 71.47%
Nonperforming and restructured assets to total assets 0.37 0.44 0.45
Allowance for possible loan losses to total loans 1.37 1.55 1.43
Allowance for possible loan losses to nonperforming
and restructured loans 260.60 216.90 248.01
THREE MONTHS ENDED MARCH 31,
--------------------------------------------------------
1998 1997
------------------------- ---------------------------
AVERAGE AVERAGE
CONSOLIDATED AVERAGE BALANCE SHEETS AVERAGE YIELD/ AVERAGE YIELD/
AND INTEREST MARGIN ANALYSIS BALANCE RATE BALANCE RATE
TAXABLE EQUIVALENT BASIS ----------- ----------- ----------- ------------
Earning assets:
Loans $ 884,580 9.61% $ 769,296 9.60%
Securities 327,249 6.48 298,672 6.45
Federal funds sold 33,576 6.00 28,183 5.31
----------- -----------
Total earning assets 1,245,405 8.69 1,096,151 8.61
----------- -----------
Nonearning assets:
Cash and due from banks 87,599 75,482
Interest recievable and other assets 79,918 75,671
Allowance for possible loan losses (12,389) (11,937)
----------- -----------
Total nonearning assets 155,128 139,216
----------- -----------
Total assets $ 1,400,534 $ 1,235,367
=========== ===========
Interest-bearing liabilities:
Interest-bearing deposits $ 959,358 4.31% $ 854,642 4.17%
Short-term borrowings 11,419 5.44 2,131 4.00
Long-term borrowings 7,037 6.14 6,625 5.88
9.65% Capital Securities 25,000 9.96 15,602 9.70
----------- -----------
Total interest-bearing liabilities 1,002,814 4.48 879,000 4.31
----------- -----------
Interest-free funds:
Noninterest-bearing deposits 263,836 235,162
Interest payable and other liabilities 8,383 8,316
Stockholders' equity 125,501 112,889
----------- -----------
Total interest-free funds 397,720 356,367
----------- -----------
Total liabilities and stockholders' equity $ 1,400,534 $ 1,235,367
=========== ===========
Net interest spread 4.22% 4.30%
=========== ============
Net interest margin 5.09% 5.15%
=========== ============
11
PART II OTHER INFORMATION
ITEM 5. OTHER INFORMATION.
In May 1998, the Company entered into a merger agreement with AmQuest
Financial Corp. ("AmQuest") of Duncan, Oklahoma. The merger is expected to be
completed in September 1998 and would be effected through the exchange of a
maximum of 2,625,000 shares of BancFirst Corporation common stock for all of the
AmQuest common stock outstanding. The authorized common stock of the Company
would be increased and the shares for the exchange would be issued from the
authorized and unissued shares of the Company. AmQuest would be merged into
BancFirst Corporation, which would be the surviving company. A Form S-4
Registration Statement would be filed to register the transaction. In addition,
the merger agreement requires that a Form S-8 Registration Statement be filed
subsequent to the merger to allow certain shareholders who will be affiliates of
the Company to sell in the public markets the Company common stock that they
receive in the exchange. The terms of the merger were negotiated through
AmQuest's financial advisor and with AmQuest's senior management and principal
stockholders. During the negotiations, the Company's management considered a
number of factors relating to AmQuest, including its historical and projected
earnings, its asset quality, fair values of certain of its assets, its level of
capital, and potential efficiencies that might be achieved after the merger.
AmQuest has approximately $568,000 in total assets and operates two subsidiary
banks, AmQuest Bank, N.A. and Exchange National Bank & Trust Company. These
AmQuest subsidiaries would become wholly-owned subsidiaries of BancFirst
Corporation. The merger is subject to shareholder and regulatory approvals and
will be accounted for as a pooling of interests.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
EXHIBIT
NUMBER EXHIBIT
-------- ----------------------------------------------------------------------------
2.1 Purchase and Assumption Agreement between NationsBank, N.A. and BancFirst
dated September 26, 1997 (filed as exhibit 2.4 to the Company's Quarterly
Report on Form 10-Q for the quarter ended September 30, 1997 and
incorporated herein by reference).
2.2* Merger Agreement dated May 6, 1998 between BancFirst Corporation and
AmQuest Financial Corp.
3.1 Amended and Restated Certificate of Incorporation (filed as Exhibit No. 33 to the
Company's Registration Statement on form S-2, File No. 33-58804, and incorporated herein
by reference).
3.2 Certificate of Amendment to the Amended and Restated Certificate of Incorporation (filed
as Exhibit 3.2 to the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1993 and incorporated herein by reference).
3.3 Certificate of Amendment to the Amended and Restated Certificate of Incorporation (filed
as Exhibit 3.0 to the Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1996 and incorporated herein by reference).
3.4 Amended By-Laws (filed as Exhibit 3.2 to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1992 and incorporated herein by reference).
4.1 Amended and Restated Declaration of Trust of BFC Capital Trust I dated as
of February 4, 1997 (filed as Exhibit 4.1 to the Company's Current Report
on Form 8-K dated February 4, 1997 and incorporated herein by reference.)
4.2 Indenture dated as of February 4, 1997 (filed as Exhibit 4.2 to the
Company's Current Report on Form 8-K dated February 4, 1997 and
incorporated herein by reference.)
4.3 Series A Capital Securities Guarantee Agreement dated as of February 4,
1997 (filed as Exhibit 4.3 to the Company's Current Report on Form 8-K
dated February 4, 1997 and incorporated herein by reference.)
12
EXHIBIT
NUMBER EXHIBIT
-------- ----------------------------------------------------------------------------
27.1* Financial Data Schedule.
----------------------------------------------------------------------------------------
*Filed
herewith
(b) No reports on Form 8-K have been filed by the Company during the quarter
ended March 31, 1998.
13
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
BANCFIRST CORPORATION
---------------------
(Registrant)
Date May 15, 1998 /s/Randy P. Foraker
------------ --------------------------------------
(Signature)
Randy P. Foraker
Senior Vice President and Controller;
Assistant Secretary/Treasurer
(Principal Accounting Officer)
14