As filed with the Securities and Exchange Commission on November 18, 1996
Registration No. ____________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
----------------
BOK FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Oklahoma 6712 73-1373454
----
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) 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 74103-5010
(918) 583-9945 - Telephone
(918) 583-8251 - Facsimile
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.
[ ]
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 per share price fee
- --------------------------------------------------------------------------------------------------------------
Promissory Notes $51,978,000 At Par $51,978,000 $15,733
==============================================================================================================
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.
Page ____ of ____.
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-4, Pursuant
to Item 501 of Regulation S-K.
Item # Form S-4 Item Caption in Prospectus
- ------ ------------- ---------------------
Item 1: Forepart of Registration Statement
and Outside Front Cover Page
of Prospectus......................... Forepart and Front Cover;
Page of Prospectus
Item 2: Inside Front and Outside Back
Cover Pages of Prospectus............. Inside Front Cover;
Available Information;
Table of Contents
Item 3: Risk Factors, Ratio of Earnings to
Fixed Charges and Other Information... BOK Financial Corporation;
Park Cities Bancshares,
Inc.; Description of the
Transaction; Selective
Comparative Per Share Data
(Unaudited); Park Cities
Supplementary Financial
Information; Pro Forma
Combined Selected
Financial Data; Risk
Factors; BOKF Ratio of
Earnings to Fixed Charges
Item 4: Terms of the Transaction.............. Description of the
Transaction; Purpose of
the Transaction
Item 5: Pro Forma Financial Information....... Not Applicable
Item 6: Material Contacts with the Company
Being Acquired........................ Description of the
Transaction
Item 7: Additional Information Required for
Reoffering by Persons and Parties
Deemed to Be Underwriters............. Not Applicable
Item 8: Interests of Named Experts and Counsel Legal Opinion; Experts
Item 9: Disclosure of Commission Position
on Indemnification for Securities
Act Liabilities....................... Indemnification
Item 10: Information With Respect to S-3
Registrants........................... Not Applicable
Page ____ of ____.
Item 11: Incorporation of Certain
Information by Reference............. Not Applicable
Item 12: Information With Respect to S-2 or
S-3 Registrants...................... Delivery of BOKF 1995
Annual Report and Third
Quarter 1996 Quarterly
Report
Item 13: Incorporation of Certain Information
by Reference......................... Incorporation of Certain
Documents by Reference,
Description of BOKF
Capital Stock; BOKF
Preferred Stock; BOKF
Common Stock Market and
Dividends
Item 14: Information with Respect to
Registrants Other Than S-2 or S-3
Registrants.......................... Not Applicable
Item 15: Information With Respect to S-3
Companies............................ Not Applicable
Item 16: Information With Respect to S-2
or S-3 Companies..................... Not Applicable
Item 17: Information With Respect to Companies
Other than S-3 or S-2 Companies...... Information About Park
Cities; Park Cities
Consolidated Financial
Information; Park Cities
Common Stock
Item 18: Information if Proxies, Consents or
Authorizations are to be Solicited... Not Applicable
Item 19: Information if Proxies, Consents or
Authorizations are not to be
Solicited or in an Exchange Offer.... Information About Park
Cities; Park Cities
Shareholders Meeting;
Appraisal Rights;
Incorporation of Certain
Documents by Reference;
Security Ownership of
Certain Beneficial Owners
of Park Cities Common
Stock; Security Ownership
of Management in Park
Cities Common Stock;
Compensation of Park
Cities Executives;
Interest of Park Cities
Directors and Officers in
the Merger
Page ____ of ____.
PARK CITIES BANCSHARES, INC.
6215 HILLCREST AVENUE
DALLAS, TEXAS 75205
(214) 522-5858
January // ____, 1997
Dear Shareholder:
There will be a meeting of those shareholders (the "Control Group") of
Park Cities Bancshares, Inc. ("Park Cities") who are party to the Shareholders
Agreement dated May 6, 1991 (the "Shareholders Agreement") at the University
Park City Hall Auditorium, 3800 University Boulevard, University Park, Texas
75205, commencing at 10:00 a.m. on February 7, 1997. After completion of such
meeting, at 10:30 a.m., a Special Meeting of Shareholders of the Company will be
held at the same location (the "Special Meeting").
At the meeting of the Control Group, you will be asked to vote to
approve the Agreement and Plan of Merger between Park Cities and BOK Financial
Corporation dated October 3, 1996 which the Park Cities directors have approved
and recommended to the shareholders and waive their right and option to purchase
the Park Cities Common Stock under the Shareholders Agreement. The Notice of
Special Meeting of Shareholders and the Prospectus/Proxy Statement, which are
being delivered to you with this letter, describe the Control Group Meeting, the
Special Meeting, and the proposed Merger.
Under the terms of the Shareholders Agreement, the Control Group votes
as a block on those matters presented for a vote of the shareholders of Park
Cities. If all of the shareholders comprising the Control Group do not agree
upon how to cast their votes, all such shareholders are nevertheless required to
cast their votes in accordance with the votes cast by the holders of a majority
of the shares subject to the Shareholders Agreement. Please plan to attend the
meeting of the Control Group, or alternatively, please sign and return the
enclosed Proxy indicating how you wish your vote to be cast at the meeting. By
signing the Proxy, you will be authorizing the named agent to cast your vote at
the Control Group Meeting for the Merger and the trustee under the Shareholders
Agreement to cast your vote at the Special Meeting in accordance with the votes
of the holders of a majority of the shares held by the Control Group as provided
in the Shareholders Agreement.
The proposed Merger represents a significant development for Park
Cities. The Board of Directors and management believe that, if the Merger is
approved, the shareholders will be putting First National Bank of Park Cities
(the "Bank") in good hands. We have been impressed with the professionalism and
approach displayed by the management of BOK Financial Corporation. Even though
ownership will change, the Bank's name and management will remain unchanged. In
addition, BOK Financial Corporation has invited the existing directors of the
Bank to continue as directors. The Board of Directors and management believe
that all of the above actions evidence BOK Financial Corporation's goal of
providing the Bank access to valuable services and ideas which will enable the
existing management of the Bank to do a better job in serving the Bank's
customers, without changing the personal touch which is the Bank's hallmark.
On behalf of the Board of Directors, thank you for your continued
support.
Sincerely yours,
/s/ Tom E. Turner
Tom E. Turner
Chairman of the Board and
Chief Executive Officer
Page ____ of ____.
PARK CITIES BANCSHARES, INC.
6215 HILLCREST AVENUE
DALLAS, TEXAS 75205
(214) 522-5858
January //____, 1997
Dear Shareholder:
You are cordially invited to attend a Special Meeting of Shareholders
of Park Cities Bancshares, Inc. ("Park Cities") scheduled to be held on February
7, 1997 at the University Park City Hall Auditorium, 3800 University Boulevard,
University Park, Texas 75205, commencing at 10:30 a.m., local time. The Board of
Directors and management of the Company look forward to greeting personally
those shareholders able to attend.
At the meeting, shareholders are being asked to approve an Agreement
and Plan of Merger between Park Cities and BOK Financial Corporation dated
October 3, 1996, which the directors have approved and recommended. The Notice
of Special Meeting of Shareholders and Prospectus/Proxy Statement, which are
being delivered to you with this letter, describe the Special Meeting and the
proposed Merger.
The proposed Merger represents a significant development for Park
Cities. The Board of Directors and management believe that, if the Merger is
approved, the shareholders will be putting First National Bank of Park Cities
(the "Bank") in good hands. We have been impressed with the professionalism and
approach displayed by the management of BOK Financial Corporation. Even though
ownership will change, the Bank's name and management will remain unchanged. In
addition, BOK Financial Corporation has invited the existing directors of the
Bank to continue as directors. The Board of Directors and management believe
that all of the above actions evidence BOK Financial Corporation's goal of
providing the Bank access to valuable services and ideas which will enable the
existing management of the Bank to do a better job in serving the Bank's
customers, without changing the personal touch which is the Bank's hallmark.
It is important that your shares be represented at the meeting.
Accordingly, if you cannot attend the meeting, please sign, date and return the
enclosed proxy in the envelope provided for your convenience.
On behalf of the Board of Directors, thank you for your continued
support.
Sincerely,
/s/ Tom E. Turner
Tom E. Turner
Chairman of the Board and
Chief Executive Officer
Page ____ of ____.
PARK CITIES BANCSHARES, INC.
6215 HILLCREST AVENUE
DALLAS, TEXAS 75205
(214) 522-5858
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To Be Held February 7, 1997
NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders of Park
Cities Bancshares, Inc. ("Park Cities") will be held at the University Park City
Hall Auditorium, 3800 University Boulevard, University Park, Texas, at 10:30
a.m. local time on Friday, February 7, 1997 for the following purposes:
(1) To approve the Agreement and Plan of Merger between Park
Cities and BOK Financial Corporation dated October 3, 1996.
(2) To transact such other business as may properly come before
the meeting or any adjournments thereof.
The close of business on January 13, 1997 has been fixed as the record
date for determining the shareholders entitled to notice of and to vote at the
Special Meeting of Shareholders or any adjournments thereof.
Information concerning the matters to be acted upon at the Special
Meeting is set forth in the accompanying Prospectus/Proxy Statement.
SHAREHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE MEETING IN PERSON
ARE URGED TO COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY IN THE
ACCOMPANYING ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
By Order of the Board of Directors
/s/ Tom E. Turner
----------------------------------------
Tom E. Turner, Chairman of the Board
and Chief Executive Officer
Park Cities Bancshares, Inc.
Dallas, Texas
January //____, 1997
Page ____ of ____.
PROXY
FOR THE CONTROL GROUP MEETING
AND THE
SPECIAL MEETING OF SHAREHOLDERS OF
PARK CITIES BANCSHARES, INC.
The undersigned shareholder (the "Undersigned") of Park Cities
Bancshares, Inc. ("Park Cities"), hereby appoints Edward O. Boshell, Jr. and Ben
R. Briggs or either of them, as proxies, attorneys and agents of the
Undersigned, with full power of substitution to vote in the name and on behalf
of the Undersigned at a meeting of shareholders (the "Control Group") party to
the Shareholders Agreement (the "Control Group Meeting") dated May 6, 1991 (the
"Shareholders Agreement") to be held at the University Park City Hall
Auditorium, 3800 University Boulevard, University Park, Texas 75205, on Friday,
February 7, 1997 at 10:00 a.m., local time, and all adjournments thereof, all
the shares of stock of Park Cities which the Undersigned would be entitled to
vote if personally present, with all the powers the Undersigned would possess if
personally present:
(1) To approve the Agreement and Plan of Merger between Park
Cities and BOK Financial Corporation dated October 3, 1996,
and waive their right and option to purchase the Park Cities
Common Stock under the Shareholders Agreement.
FOR [ ] AGAINST [ ]
(2) To vote or otherwise represent the shares on any other
business or on other matters which should properly come before
the meeting or any adjournments thereof according to their
discretion.
The Undersigned understands that pursuant to the terms of the
Shareholders Agreement, Tom E. Turner, as trustee thereunder, will vote the
Undersigned's shares at the Special Meeting of Shareholders of Park Cities to be
held at the same location as the Control Group Meeting at 10:30 a.m., local
time, on February 7, 1997 (immediately following the Control Group Meeting), as
directed by a vote of the holders of a majority of the shares held by the
Control Group.
------------------------------------------
Signature
------------------------------------------
Please Print Name
ELECTION TO RECEIVE PART OR ALL OF THE MERGER CONSIDERATION
-----------------------------------------------------------
IN THE FORM OF A BOKF NOTE
--------------------------
(THIS ELECTION IS TO BE COMPLETED WHETHER YOU VOTE
FOR OR AGAINST THE PROPOSED MERGER IF YOU WANT TO RECEIVE A BOKF NOTE)
The Undersigned represents that the Undersigned is the owner of
__________ shares of Park Cities Common Stock and the Total Merger Consideration
in respect of such shares is $43.5679 times such number of shares: $43.5679 x
__________ = $_______________. If the Agreement and Plan of Merger is approved,
the Undersigned hereby elects to receive $_______________ of the Total Merger
Consideration due the Undersigned in the form of a BOKF Note having a maturity
of _______ years (insert a desired maturity of not less than one, nor more than
five years) after the consummation of the Merger. The Undersigned understands
that the Merger Consideration will be paid in cash except to the extent the
Undersigned elects to receive part or all of the Merger Consideration in the
form of a BOKF Note. If no maturity date is specified, the BOKF Note will have a
maturity of one year after consummation of the Merger.
------------------------------------------
Signature
------------------------------------------
Please Print Name
Please Sign The Proxy As Your Ownership Is Reflected
On the Records of Park Cities
Page ____ of ____.
PROXY
FOR THE SPECIAL MEETING OF SHAREHOLDERS OF
PARK CITIES BANCSHARES, INC.
The undersigned shareholder ("Undersigned") of Park Cities Bancshares,
Inc. ("Park Cities"), hereby appoints Edward 0. Boshell, Jr. and Ben R. Briggs
or either of them, as proxies, attorneys and agents of the Undersigned, with
full power of substitution to vote in the name and on behalf of the Undersigned
at the Special Meeting to be held at the University Park City Hall Auditorium,
3800 University Boulevard, University Park, Texas 75205, on Friday, February 7,
1997 at 10:30 a.m., local time, and all adjournments thereof, all the shares of
stock of Park Cities which the Undersigned would be entitled to vote if
personally present, with all the powers the Undersigned would possess if
personally present:
(1) To approve the Agreement and Plan of Merger between Park
Cities and BOK Financial Corporation dated October 3, 1996.
FOR [ ] AGAINST [ ]
(2) To vote or otherwise represent the shares on any other
business or on other matters which should properly come before
the meeting or any adjournments thereof according to their
discretion.
__________________________________________
Signature
------------------------------------------
Please Print Name
ELECTION TO RECEIVE PART OR ALL OF THE MERGER CONSIDERATION
IN THE FORM OF A BOKF NOTE
(THIS ELECTION IS TO BE COMPLETED WHETHER YOU VOTE
FOR OR AGAINST THE PROPOSED MERGER IF YOU WANT TO RECEIVE A BOKF NOTE)
The Undersigned represents that the Undersigned is the owner of
__________ shares of Park Cities Common Stock and the Total Merger Consideration
in respect of such shares is $43.5679 times such number of shares: $43.5679 x
__________ = $_______________. The Undersigned hereby elects to receive
$_______________ of the Total Merger Consideration due the Undersigned in the
form of a BOKF Note having a maturity of _______ years (insert a desired
maturity of not less than one, nor more than five years) after the consummation
of the Merger. The Undersigned understands that the Merger Consideration will be
paid in cash except to the extent the Undersigned elects to receive part or all
of the Merger Consideration in the form of a BOKF Note. If no maturity date is
specified, the BOKF Note will have a maturity of one year after consummation of
the Merger.
------------------------------------------
Signature
------------------------------------------
Please Print Name
Please Sign The Proxy As Your Ownership Is Reflected
----------------------------------------------------
On the Records of Park Cities
-----------------------------
Page ____ of ____.
JOINT PROSPECTUS AND PROXY STATEMENT DATED January ****, 1997
PROSPECTUS FOR BOK FINANCIAL CORPORATION PROMISSORY NOTES
and
PROXY STATEMENT FOR SPECIAL MEETING OF SHAREHOLDERS
OF PARK CITIES BANCSHARES, INC. TO BE HELD FEBRUARY 7, 1997
This Joint Prospectus and Proxy Statement ("Prospectus") relates to (i)
a proposed merger in which BOK Financial Corporation ("BOK Financial,"or "BOKF")
will acquire Park Cities Bancshares, Inc. ("Park Cities") and (ii) a maximum of
$51,978,000 of promissory notes which BOK Financial may issue in connection
therewith. BOK Financial is a bank holding company under the Bank Holding
Company Act of 1956 organized under the laws of the State of Oklahoma. See BOK
FINANCIAL CORPORATION. Park Cities is a bank holding company under the Bank
Holding Company Act of 1956 organized under the laws of the State of Texas. See
PARK CITIES.
The promissory notes ("BOKF Notes") are offered to holders of Common
Stock of Park Cities in connection with the acquisition of Park Cities by BOK
Financial in a three party merger in which BOKF Merger Corporation Number Five
("BOKFSub"), a wholly owned subsidiary of BOK Financial, will be merged into
Park Cities (the "Merger"). In the Merger, BOKF will pay an amount equal to
$43.5679 per share for each share of Park Cities Common Stock, par value $5.00
per share ("Park Cities Common Stock") or a total consideration of $51,978,000
for all of the outstanding shares of Park Cities. See DESCRIPTION OF
TRANSACTION.
Each Park Cities shareholder will have the right to elect to receive
(i) cash, (ii) a BOKF Note, or (iii) a combination of cash and a BOKF Note. Each
BOKF Note will have a maturity date selected by the applicable Park Cities
shareholder of not less than one nor more than five years. Interest only, at the
Applicable Federal Rate under the Internal Revenue Code in effect on the
effective date of the Merger, will be paid quarterly. Principal will be paid at
maturity. The BOKF Notes will be uninsured and unsecured general obligations of
BOK Financial. There is no market for the BOKF Notes and none will be
established. The BOKF Notes will be dated as of the consummation date. The cash
portion of the Merger Consideration will be paid following consummation without
interest. See ELECTION TO RECEIVE BOKF NOTE.
The Merger is subject to approval by the holders of two-thirds of the
issued and outstanding Park Cities Common Stock. A meeting of the Park Cities
shareholders will be held on February 7, 1997 to consider the Merger. As of
November 15, 1996, 656,019 shares of the Park Cities Common Stock were subject
to a Shareholders Agreement (as hereafter defined) pursuant to which the holders
have agreed to vote their shares in accordance with the vote of the holders of a
majority of the shares subject to the Shareholders Agreement. The directors and
officers of Park Cities together control approximately 55.4% of the shares
subject to the Shareholders Agreement and intend to vote to approve the Merger.
Park Cities shareholders who dissent, other than with Shareholders subject to
the Shareholders Agreement, will have appraisal rights pursuant to Articles
5.11, 5.12 and 5.13 of the Texas Business Corporation Act. See PARK CITIES
SHAREHOLDERS MEETING and APPRAISAL RIGHTS.
THE SECURITIES OFFERED BY THIS PROSPECTUS INVOLVE A RISK OF LOSS. See
RISK FACTORS. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Page ____ of ____.
- 1 -
AVAILABLE INFORMATION
---------------------
BOK Financial has filed with the Securities and Exchange Commission
(the "Commission") a Registration Statement under the Securities Act of 1933
(the "33 Act") with respect to the BOKF Notes offered by this Prospectus. This
Prospectus does not contain all of the information set forth in the Registration
Statement, certain parts of which have been omitted in accordance with the rules
and regulations of the Commission.
This Prospectus incorporates by reference documents that are not
presented herein or delivered herewith. These documents are available, without
charge, upon written request to BOK Financial Corporation, Bank of Oklahoma
Tower, Tulsa, Oklahoma 74172 or telephone number (918) 588-6752, Attention: Ms.
Marjorie Phillips. In order to insure timely delivery of the documents, any
request should be made by January 30, 1997.
BOKF is currently subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act") and, in accordance
therewith, files reports, proxy statements and other information with the
Commission. Such reports and other information can be inspected and copied at
the public reference facilities maintained by the Commission at Room 1024, 450
Fifth Street, N. W., Washington, D.C. 20549; and at its Fort Worth Regional
Office, 503 U.S. Courthouse, 10th and Lamar Streets, Fort Worth, Texas 76102.
Copies of such material can be obtained at prescribed rates by writing to the
Securities and Exchange Commission, Public Reference Section, Room 1024, 450
Fifth Street, N.W., Washington, D.C. 20549. BOKF Common Stock is traded on the
facilities of NASDAQ under the trading symbol "BOKF".
-----------------------
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH THE OFFER
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY BOK FINANCIAL OR ANY OTHER PERSON. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY ACCEPTANCE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF BOK FINANCIAL SINCE THE RESPECTIVE DATES AS OF WHICH INFORMATION IS
GIVEN HEREIN. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO ISSUE ANY
SECURITIES OTHER THAN THE SECURITIES COVERED BY THIS PROSPECTUS, BY BOK
FINANCIAL OR ANY OTHER PERSON, OR AN OFFER OR SOLICITATION OF SUCH SECURITIES BY
BOK FINANCIAL OR ANY SUCH OTHER PERSON IN ANY JURISDICTION TO ANY PERSON TO WHOM
IT IS UNLAWFUL TO MAKE ANY SUCH OFFER OR SOLICITATION.
Page ____ of ____.
- 2 -
TABLE OF CONTENTS
-----------------
Page
----
BOK FINANCIAL CORPORATION.................................................. 5
PARK CITIES BANCSHARES, INC. .............................................. 5
DESCRIPTION OF THE TRANSACTION............................................. 5
PURPOSE OF THE TRANSACTION................................................. 7
RISK FACTORS............................................................... 11
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE............................ 13
DELIVERY OF BOKF 1995 ANNUAL REPORT AND THIRD QUARTER
1996 QUARTERLY REPORT...................................................... 14
SELECTIVE COMPARATIVE PER SHARE DATA (UNAUDITED)........................... 14
PRO FORMA COMBINED SELECTED FINANCIAL DATA................................. 15
BOKF COMMON STOCK MARKET AND DIVIDENDS..................................... 16
PARK CITIES COMMON STOCK................................................... 16
PARK CITIES SHAREHOLDERS MEETING........................................... 16
ELECTION TO RECEIVE BOKF NOTE.............................................. 18
FEDERAL INCOME TAX CONSEQUENCES............................................ 19
BOK FINANCIAL RATIO OF EARNINGS TO FIXED CHARGES........................... 20
TRUST INDENTURE............................................................ 21
APPRAISAL RIGHTS........................................................... 21
PARK CITIES BOARD OF DIRECTORS............................................. 24
INFORMATION ABOUT PARK CITIES.............................................. 26
PARK CITIES SELECTED CONSOLIDATED FINANCIAL INFORMATION.................... 33
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS OF
Page ____ of ____.
- 3 -
PARK CITIES COMMON STOCK................................................... 35
SECURITY OWNERSHIP OF MANAGEMENT IN
PARK CITIES COMMON STOCK................................................... 36
COMPENSATION OF PARK CITIES EXECUTIVES..................................... 38
INTEREST OF PARK CITIES DIRECTORS AND OFFICERS IN THE MERGER............... 40
DESCRIPTION OF BOKF CAPITAL STOCK.......................................... 40
BOKF PREFERRED STOCK....................................................... 41
INDEMNIFICATION............................................................ 43
LEGAL OPINION.............................................................. 44
EXPERTS.................................................................... 44
ADDITIONAL INFORMATION..................................................... 44
PARK CITIES FINANCIAL STATEMENTS................................. F-1 thru F-29
Page ____ of ____.
- 4 -
BOK FINANCIAL CORPORATION
-------------------------
BOK Financial Corporation ("BOK Financial") was incorporated by George
B. Kaiser ("Kaiser") under the laws of the State of Oklahoma on October 24, 1990
to acquire from the Federal Deposit Insurance Corporation (the "FDIC") the
equity interest of the FDIC in Bank of Oklahoma, National Association ("BOk").
On June 7, 1991, BOK Financial purchased from the FDIC 900,000 shares of BOk
Convertible Redeemable Adjustable Rate Preferred Stock ("BOK Preferred Stock")
and converted the BOK Preferred Stock into 99.99 percent of the outstanding BOk
Common Stock. Subsequently, in December, 1991, BOK Financial acquired the
remaining 00.01 percent of the outstanding BOk Common Stock pursuant to a
reorganization agreement with the former owner.
Today, BOK Financial owns, directly or indirectly, all of the
outstanding capital stock of BOk, Citizens Bank of Northwest Arkansas, N.A.,
BancOklahoma Trust Company, BancOklahoma Mortgage Corp., BOK Capital Services
Corporation, BOSC, Inc., and Alliance Trust Company. BOK Financial is a bank
holding company under the Bank Holding Company Act of 1956. BOK Financial,
through it's subsidiaries, offers commercial banking services, correspondent
banking services, consumer banking services, investment securities and money
market services, mortgage banking, and trust and asset management services. BOK
Financial and its subsidiaries have approximately 1,800 full-time and 226
part-time employees at 65 locations in Oklahoma, four locations in Arkansas, and
two locations in Texas.
The principal executive offices of BOK Financial are located at Bank of
Oklahoma Tower, Boston Avenue at Second Street, Tulsa, Oklahoma 74172,
(918) 588-6000.
PARK CITIES BANCSHARES, INC.
----------------------------
Park Cities Bancshares, Inc. ("Park Cities") is located in University
Park (Dallas), Texas. Park Cities is a bank holding company under the Bank
Holding Company Act of 1956. Park Cities owns (indirectly through its
wholly-owned intermediate bank holding company subsidiary, Park Cities
Corporation) 99.925% of First National Bank of Park Cities, a national
association ("FNB Park Cities"). FNB Park Cities conducts its banking business
at two locations and a mobile branch in the Highland Park and University Park
areas of Dallas, Texas. Park Cities has approximately 62 employees.
The principal executive offices of Park Cities are located at 6215
Hillcrest, Dallas, Texas 75205 and the telephone number is (214) 522-5858.
DESCRIPTION OF THE TRANSACTION
------------------------------
BOK Financial will acquire Park Cities. The transaction will be
consummated pursuant to an Agreement and Plan of Merger dated October 3, 1996
among BOK Financial, BOKF Merger Corporation Number Five ("BOKFSub"), and Park
Cities (the "Merger Agreement"). The Merger Agreement is Exhibit C to this
Prospectus. BOKFSub was formed solely for the
Page ____ of ____.
- 5 -
purpose of consummating the Merger. BOKFSub has engaged in no other business.
BOKFSub will be merged into Park Cities and Park Cities will be the surviving
bank holding company. Upon consummation of the Merger all outstanding options to
acquire Park Cities Common Stock will be exercised and there will be, after such
exercise, a total of 1,193,034 shares outstanding. The aggregate consideration
for all of the outstanding shares of Park Cities, after the exercise of the
outstanding options, is $51,978,000. In the Merger, each Park Cities shareholder
will receive, in exchange for the Park Cities Common Stock, (i) cash, (ii) a
BOKF Note, or (iii) a combination of cash and a BOKF Note equal to $43.5679 for
each share of Park Cities Common Stock. Upon consummation of the Merger, BOK
Financial will own all of the Park Cities Common Stock.
Each BOKF Note will have a maturity date, selected by the Park Cities
shareholder, of not less than one, nor more than five years. Interest only, at
the Applicable Federal Rate under the Internal Revenue Code in effect on the
effective date of the Merger, will be paid quarterly. Principal will be paid at
the maturity date selected by the Park Cities shareholder. The BOKF Notes will
be unsecured. The form of the BOKF Notes is Exhibit A to this Prospectus. The
BOKF Notes will be issued pursuant to a trust indenture under the Trust
Indenture Act of 1939. See TRUST INDENTURE.
The Park Cities shareholders must make their election to receive a BOKF
Note at the time of the Park Cities Shareholders Meeting. If a shareholder does
not timely elect to receive a BOKF Note, the shareholder will be paid in cash
only. If a shareholder elects to receive a BOKF Note, but does not specify the
maturity, the maturity will be one year. Any Park Cities shareholder may rescind
the election to receive a BOKF Note by giving written notice to Park Cities not
later then twenty days prior to the consummation of the Merger. See ELECTION TO
RECEIVE BOKF NOTE.
The Merger is subject to approval by the holders of two-thirds of the
issued and outstanding Park Cities Common Stock. A meeting of the Park Cities
shareholders will be held on February 7, 1997 to consider the Merger. As of
November 15, 1996, a total of 656,019 shares of the Park Cities Common Stock was
subject to a Shareholders Agreement pursuant to which the holders have agreed to
vote their shares in accordance with the vote of the holders of a majority of
the shares subject to the Shareholders Agreement. The directors and officers of
Park Cities together control approximately 55.4% of the shares subject to the
Shareholders Agreement and intend to vote to approve the Merger. Pursuant to the
Shareholders Agreement, Tom E. Turner, the Chairman and Chief Executive Officer
of Park Cities, has an exclusive first right and option to purchase the Park
Cities Common Stock which BOK Financial has offered to purchase, and if he
elects not to exercise that option, the remaining members of the Control Group,
have an option to purchase the Park Cities Common Stock. Mr. Turner has
indicated he will not exercise his option and the Control Group in voting at the
Control Group Meeting to approve the Merger will also be voting to waive their
option as well. See PARK CITIES SHAREHOLDERS MEETING.
Park Cities shareholders will have dissenter's rights of appraisal
pursuant to the Texas Business Corporation Act. Shareholders who are part of the
Control Group may have their dissenter's rights limited by operation of the
Shareholders Agreement. The obligation of BOKF and BOKFSub to consummate the
Merger is subject to the condition precedent that not more than 20% of the Park
Cities shareholders dissent from the Merger. See APPRAISAL RIGHTS. Pursuant to
the Merger Agreement, Park Cities has agreed to conduct its business only in the
ordinary course of business pending consummation of the Merger and has made
usual and customary representations and warranties respecting the business and
financial affairs of Park Cities (including the warranty that no excess
parachute payments under Section 280G of the
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Internal Revenue Code will be paid by Park Cities). The representations and
warranties are conditions precedent to the obligation of BOK Financial to
consummate the Merger, but do not survive the Merger. BOK Financial presently
knows of no condition precedent to its obligation to consummate the Merger which
has not been fulfilled.
The approval of the Board of Governors of the Federal Reserve System
("Board") is required to consummate the Merger. The requisite application for
approval was filed with the Board on October 24, 1996. The application was
approved on January ____, 1997.
The Merger was announced on October 3, 1996. The following comparative
market value information is presented as of October 3, 1996.
Market Value Market Value Park Cities
BOKF Common Stock Park Cities Equivalent Per Share Value/1/
----------------- ----------- --------------------------
$23.75 None Available $43.5679
/1/ Determined on the amount of cash into which each share of Park
Cities Common Stock will be converted.
PURPOSE OF THE TRANSACTION
--------------------------
Background of the Merger
- ------------------------
The last several years have been a period of substantial and rapid
change in the financial services industry, characterized by regulatory change,
intensifying competition and consolidation. During this period, the management
and Board of Directors of Park Cities have reviewed various strategies and have
taken numerous steps to enhance shareholder value, including, increasing net
interest income, controlling expenses, maintaining asset quality and expanding
and refining the products offered to customers.
As part of its review of strategic alternatives to enhancing
shareholder value, management and the Board of Directors of Park Cities, from
time to time, have considered the possible affiliation or sale of Park Cities
with a larger financial institution.
In March, 1996, BOK Financial initially contacted Park Cities relating
to a possible transaction. At the time, Park Cities advised BOK Financial that
Park Cities would contact BOK Financial if Park Cities elected to consider any
transaction with BOK Financial. Informal meetings between representatives of
Park Cities and BOK Financial were held in April, 1996, but the parties did not
engage in any serious discussions with respect to any possible acquisition.
On May 15, 1996, Park Cities engaged Keefe, Bruyette & Woods, Inc.
("KBW") to, among other things, assist in exploring ways to enhance shareholder
value, including studying Park Cities' acquisition value and identifying
potential acquirors in a competitive bidding process. KBW was authorized to
contact a limited number of qualified prospects to determine
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their interest in a business combination with Park Cities. KBW prepared an
information brochure and contacted certain potential acquirors, including BOK
Financial to submit indications of interest to bid on Park Cities. Numerous
financial institutions expressed some interest in Park Cities. This process
resulted in three financial institutions performing due diligence at Park Cities
and two written offers being presented to the Park Cities Board of Directors,
including the proposal from BOK Financial described herein.
KBW initially contacted BOK Financial in June, 1996 through a letter
inviting BOK Financial's participation in the purchase process. BOK Financial
also received and signed an agreement to keep confidential any nonpublic
information concerning Park Cities that BOK Financial may obtain during such
process. During August, 1996, BOK Financial evaluated the financial information
relating to Park Cities supplied by KBW. On September 3, 1996, BOK Financial
sent to Park Cities a draft of a preliminary nonbinding letter expressing its
indication of interest. On September 6, 1996 Park Cities Board of Directors met
to discuss the proposed transaction.
The BOK Financial proposal offered consideration which Park Cities'
Board of Directors deemed more favorable than the other offer seriously
considered by Park Cities. The other offer proposed a cash only transaction (no
installment notes) and a merger of Park Cities with and into the acquiror.
Representatives of KBW informed the Board orally that, in their opinion: (i) an
acquisition of Park Cities in the present time frame at the price levels
indicated in the written indications of interest would be in the best economic
interests of Park Cities and its shareholders; (ii) based on numerous factors,
including the current price levels at which bank acquisition transactions were
currently being effected, the price proposed in the BOK Financial offer was more
favorable than the other offer; and (iii) the BOK Financial offer would be fair
to Park Cities and its shareholders from a financial point of view. Therefore,
Park Cities' Board determined that price being offered by BOK Financial along
with the other terms of BOK Financial's offer, including, but not limited to,
BOK Financial's intent to operate Park Cities as a separate autonomous entity
and to retain substantially all of Park Cities' employees, made it the more
advantageous offer, on balance.
On September 6, 1996, Park Cities' Board of Directors authorized Park
Cities' management to negotiate a merger agreement with BOK Financial. The
parties then negotiated the Merger Agreement which was approved by the Park
Cities Board on October 1, 1996, and executed on October 3, 1996.
BOK Financial's Reasons for the Merger
- --------------------------------------
The business strategy of BOK Financial is to establish itself, through
bank subsidiaries, as a significant banking competitor in every major market in
Oklahoma which offers attractive returns and in those areas of Arkansas, Kansas,
Missouri and Texas which border Oklahoma and which offer the opportunity for
operations compatible with the operations of BOk in Oklahoma. Park Cities
indirectly owns 99.925% of FNB Park Cities, located in Dallas, Texas. By
acquiring Park Cities, BOK Financial will acquire FNB Park Cities. BOK
Financial, through its Alliance Trust Company subsidiary with offices in Sherman
and Dallas, Texas, currently conducts a trust
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business in the Dallas-Forth Worth Metroplex Area and in North Texas. The
acquisition of the FNB Park Cities is consistent with the business strategy of
BOK Financial.
Park Cities' Reasons for the Merger
- -----------------------------------
In determining to accept the offer from BOK Financial and enter into
the Merger Agreement, Park Cities' Board of Directors considered a number of
factors, including the following: (i) the financial condition, operating results
and future prospects of BOK Financial and Park Cities; (ii) a comparison of the
price being paid in this Merger to other comparable bank mergers, based, among
other things, on multiples of book value and earnings; (iii) Park Cities'
alternatives to this Merger, including the written proposals of the other
institutions that had expressed an interest in an acquisition of Park Cities on
terms deemed less favorable than BOK Financial's proposal; (iv) the results of
KBW's efforts to elicit interest from other entities which might be interested
in a business combination transaction with Park Cities; (v) the financial
aspects of each written indication of interest; (vi) BOK Financial's intention
to permit the operation of Park Cities' existing offices as the First National
Bank of Park Cities after the Merger; (vii) Park Cities' view that consolidation
in the financial services industry is likely to continue; and (viii) the
relative lack of liquidity of Park Cities Common Stock.
The Board noted that Park Cities, as part of a multi-state bank holding
company of greater size and resources, should be able to provide its customers
with a greater range of services and should become a stronger competitor in its
existing markets. The Board of Directors of Park Cities believes that the Merger
will result in a stronger and more effective competitor in Park Cities' markets,
better able to compete effectively in the rapidly changing marketplace for
banking and financial services and to take advantage of opportunities that might
not be available to Park Cities on its own. Park Cities' Board of Directors
believes that the Merger will provide Park Cities' customers with a broader
range of products and services, as well as greater convenience.
The foregoing does not purport to be a complete list of the matters
considered by Park Cities' Board of Directors in approving the Merger. In
approving the Merger, the Board did not identify any one factor or group of
factors as being more significant than any other factor in the decision making
process. Individual directors, however, may have given one or more factors more
weight than other factors. The emphasis of the Board's discussion in considering
the transaction was on the financial aspects of the transaction, including the
consideration to be paid to Park Cities' shareholders in the Merger.
Recommendation of the Park Cities Board of Directors
- ----------------------------------------------------
The Board of Directors of Park Cities believes that the terms of the
Merger are fair and in the best interests of Park Cities' shareholders and has
approved the Merger Agreement. The Board of Directors of Park Cities recommends
that the shareholders of Park Cities approve the Merger Agreement.
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Opinion of Park Cities Financial Advisor
- ----------------------------------------
Park Cities retained Keefe, Bruyette & Woods, Inc. to act as its
financial advisor and as such, among other things, to advise the Park Cities
Board of Directors as to Park Cities' "fair" sale value and the fairness to its
shareholders of the financial terms of the BOK Financial offer and other offers
to acquire Park Cities received from other financial institutions, and to
solicit indications of interest from selected potential acquirors of Park
Cities. The Park Cities Board of Directors retained KBW based upon its
experience and expertise. KBW, as part of its investment banking business,
regularly is engaged in the valuation of businesses and their securities in
connection with mergers and acquisitions and for other purposes. KBW has
knowledge of, and experience with banking markets and banking organizations
operating in markets across the nation, including Texas and the South and was
selected by Park Cities because of its knowledge of, experience with, and
reputation in the financial services industry.
In such capacity, KBW participated in the negotiations with respect to
the pricing and other terms and conditions of the Merger, but the decision as to
which offer to accept was ultimately made by the Board of Director of Park
Cities. KBW advised the Park Cities Board of Directors that, in its opinion, as
of September 6, 1996, and as of October 1, 1996 the financial terms of BOK
Financial's offer are "fair" to Park Cities and its shareholders from a
financial point of view. On //__________, 1996, KBW delivered a written opinion
to the Park Cities Board as to the fairness of the transaction from a financial
point of view. No limitations were imposed by the Park Cities Board of Directors
upon KBW with respect to the investigations made or procedures followed by it in
arriving at its opinion.
KBW analyzed certain comparable merger and acquisition transactions for
banking companies based upon the acquisition price relative to stated book
value, stated tangible book value, and the latest twelve months earnings. The
information analyzed was compiled by KBW from both internal sources and a data
firm that monitors and publishes transaction summaries and descriptions of
mergers and acquisitions in the financial services industry. The analysis
included a review and comparison of average and median acquisition price
multiples to stated tangible book value and trailing twelve month earnings per
share. The sample included, to the best of KBW's knowledge, all acquisitions of
Texas banking companies in metropolitan areas and rural areas announced during
1995 and 1996 in which the value of the consideration paid to the shareholders
of the acquired banks was $25 million or greater. KBW also performed a peer
group analysis of other independent, publicly traded Texas banks to demonstrate
the value that Park Cities would have if it were a publicly traded company and
did not sell to BOK Financial. KBW compared the present value of the future
stock prices which would accrue to a holder of shares of Park Cities's stock
assuming Park Cities were to remain independent to the Shareholder's Merger
Consideration. The present value of the stock price was determined by adding the
present value of the terminal value of the Park Cities's Common Stock at the end
of that period and discounting it back at a range of discount rates. Given these
analyses, KBW did not determine a valuation for Park Cities with a price per
share larger than the $43.57 being offered by BOK Financial.
THE FAIRNESS OPINION RENDERED BY KBW IS AVAILABLE FOR INSPECTION
OR COPYING AT THE PRINCIPAL EXECUTIVE OFFICES OF PARK CITIES DURING
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REGULAR BUSINESS HOURS BY ANY INTERESTED PARK CITIES SHAREHOLDER OR HIS OR HER
REPRESENTATIVE WHO HAS BEEN SO DESIGNATED IN WRITING.
Pursuant to a letter agreement dated May 30, 1996 between KBW and Park
Cities, Park Cities paid KBW a $25,000 non-refundable advisory fee in July,
1996. For KBW's services in connection with the Merger, Park Cities agreed to
pay KBW a fee of $200,000 plus 6% of the aggregate consideration in excess of
$45 million received by Park Cities' shareholders. This fee is payable only upon
completion of the Merger. Based upon the Merger Consideration, KBW'S fee would
be approximately $618,680. The fee for the issuance of KBW's opinion is included
in this amount and the $25,000 in fees previously paid by Park Cities to KBW
will be credited against such amount. In addition, Park Cities has agreed to
reimburse KBW for its reasonable out-of-pocket costs and expenses incurred in
connection with the services rendered to Park Cities pursuant to its engagement.
Park Cities has agreed to indemnify KBW against certain liabilities, including
shareholder actions, incurred in connection with its services. The amount of all
of KBW's fees were determined by negotiation between Park Cities and KBW. KBW
has not had any material relationship with Park Cities or any of its affiliates
during the past two years other than the current engagement discussed above.
RISK FACTORS
------------
THE BOKF NOTES OFFERED BY THIS PROSPECTUS INVOLVE A RISK OF LOSS. In
determining whether to elect to receive a BOKF Note in lieu of cash, each Park
Cities shareholder should carefully consider, among other things, the following:
1. BOKF Notes Unsecured
--------------------
The BOKF Notes are uninsured and unsecured general obligations of BOK
Financial and no reserve or sinking fund is being created to ensure payment of
the BOKF Notes. The BOKF Notes are not insured by the FDIC or any other entity.
In addition the BOKF Notes carry an interest rate fixed upon the effective date
of the Merger at the then prevailing Applicable Federal Rate, which are below
market rates of interest. The interest rate is fixed over the term of the BOKF
Note and thereby will not adjust to any increases in the Applicable Federal Rate
or interest rates generally. See ELECTION TO RECEIVE BOKF NOTE.
2. Control of BOK Financial By Kaiser
----------------------------------
George B. Kaiser owns approximately 76% of the BOK Financial Common
Stock and substantially all of the BOK Financial Series A Preferred Stock. Mr.
Kaiser is Chairman of the Board of BOK Financial. The future results of BOK
Financial will depend, in a significant way, on the management decisions of Mr.
Kaiser. Prior to June 7, 1991, when Mr. Kaiser acquired control of BOk, Mr.
Kaiser had not been a controlling shareholder or chief executive officer of a
bank or bank holding company and the principal business of Mr. Kaiser had been
the acquisition and disposition of oil and gas reserves and oil and gas
exploration and production. Mr. Kaiser will continue to devote a substantial
amount of his time and efforts to his oil and gas and other non-banking
businesses.
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3. Regional and National Economies
-------------------------------
BOK Financial is largely dependent on the Oklahoma regional economy.
The business of BOK Financial, by its nature, is subject to risks, particularly
in volatile economic times. The Oklahoma regional economy is affected by
national and international economic and political events. BOK Financial cannot
predict the future effect of such factors.
4. Competition; Lending Risks
--------------------------
The banking industry in general, and in Texas and Oklahoma in
particular, is increasingly highly competitive. BOKF competes with significant
Oklahoma banks, major state and regional banks and other significant
institutions which provide financial services in BOKF's markets. BOKF is subject
to the competitive impact of state and federal legislation relating to the
geographic and product deregulation of the banking and financial services
industry. The risk of nonpayment (or deferred payment) of loans is inherent in
commercial banking. The historical focus upon Oklahoma in general and Tulsa and
Oklahoma City in particular makes BOKF dependent upon the economic conditions in
those areas. In recent months major consolidations of Oklahoma financial
institutions with national institutions has occurred. These consolidations will
likely make the banking business in Oklahoma even more competitive.
5. Dependence on Key Personnel
---------------------------
The business of BOK Financial is service-oriented and depends to a
large degree upon the services of key personnel. There can be no assurance of
the future ability of BOK Financial to attract and retain such services.
6. Monetary Policy and Economic Conditions
---------------------------------------
The operating and net income of BOK Financial will depend to a great
extent on net interest margins; that is, the difference between (i) the interest
rate the bank receives from earning assets such as loans and investment
securities and (ii) the interest rate paid on interest-bearing liabilities such
as deposits. In addition to the effect on net interest margins, changes in
interest rates affect the value of certain assets, such as available for sale
securities, loans held for sale and Capitalized Mortgage Servicing Rights.
Changes in the value of available for sale securities is reflected in
shareholders equity and declines in the value of loans held for sale and
Capitalized Mortgage Servicing Rights are reflected in operating and net income.
These rates are highly sensitive to many factors that are beyond the control of
BOK Financial, including general economic conditions and the policies of various
governmental and regulatory authorities.
7. Government Regulation
---------------------
The operations of BOK Financial are and will be affected by current and
future legislation and by the policies established from time to time by various
federal and state regulatory authorities. In particular, the monetary policies
of the Board of Governors of the Federal Reserve System have had a significant
effect on the operating results of commercial banks in the past and are expected
to continue to do so in the future. Among the instruments
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- 12 -
of monetary policy used by the Board to implement its objectives are changes in
the federal funds rate charged on bank borrowings and changes in the reserve
requirements on bank deposits. It is not possible to predict what changes, if
any, will be made to the monetary policies of the Board or to existing federal
and state legislation or the effect that such changes may have on the future
business and earnings prospects of BOK Financial.
8. BOK Financial Dependence on Bank Subsidiaries
---------------------------------------------
Substantially all of BOK Financial's earnings are attributable to
operations of its two banking subsidiaries, Bank of Oklahoma, National
Association and Citizens Bank of Northwest Arkansas, National Association. The
ability of these bank subsidiaries to pay dividends to BOK Financial is subject
to statutory and regulatory constraints respecting the payment of dividends by
banks and requiring the maintenance by banks of specified capital levels.
These and other factors subject the BOKF Notes to a risk of loss.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
-----------------------------------------------
BOK Financial incorporates by reference the following documents
heretofore filed with the Commission pursuant to the Exchange Act:
(1) Annual Report of BOK Financial on Form 10-K for the fiscal year
ended December 31, 1995.
(2) Quarterly Reports of BOK Financial on Form 10-Q for the fiscal
quarter ended September 30, 1996.
(3) Item 6 (Selected Financial Data; Table 1 - Consolidated Selected
Financial Data, page 5, 1995 Annual Report to Shareholders);
Item 7 (Management's Discussion and Analysis of Financial
Condition and Results of Operations, pages 6 through 20; Item 8
(Financial Statements and Supplementary Data, Table 5 - Selected
Quarterly Financial Data, page 11, 1995 Annual Report to
Shareholders); Annual Financial Summary-Unaudited, pages 44 and
45; and Quarterly Financial Summary-Unaudited, pages 46 and 47,
1995 Annual Report to Shareholders); Item 10 (Directors and
Executive Officers of the Registrant, pages 3 through 5 and 10
and 11 of BOK Financial 1996 Annual Proxy Statement); Item 11
(Executive Compensation pages 12 through 15 of BOK Financial
1996 Annual Proxy Statement); Item 12 (Security Ownership of
Certain Beneficial Owners and Management, pages 6 through 9, BOK
Financial 1996 Annual Proxy Statement); and Item 13 (Certain
Relationships and Related Transactions, page 17, BOK Financial
1996 Annual Proxy Statement).
Page ____ of ____.
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(4) Part I (Financial Information, pages 1 through 28) of BOK
Financial Quarterly Report on Form 10-Q for the Three Month
Fiscal Period ended September 30, 1996.
All documents filed by BOK Financial pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the consummation of the Merger shall be deemed to be incorporated by
reference in this Prospectus and to be a part hereof from the date of filing of
such documents.
DELIVERY OF BOKF 1995 ANNUAL REPORT
AND THIRD QUARTER 1996 QUARTERLY REPORT
---------------------------------------
BOK Financial is delivering with this Prospectus to each shareholder of
Park Cities a copy of the BOK Financial 1995 Annual Report, the BOK Financial
Quarterly Report on Securities and Exchange Commission Form 10-Q for the fiscal
quarter ended September 30, 1996, and the BOK Financial Proxy Statement for the
1996 Annual Meeting of Shareholders.
SELECTED COMPARATIVE PER SHARE DATA (Unaudited)
-----------------------------------------------
The following presents comparative historical, pro forma, and pro forma
equivalent unaudited fully diluted per share data for BOK Financial and Park
Cities. The pro forma data assumes that this acquisition was effective on the
first day of the applicable periods presented. Park Cities equivalent pro forma
data are not applicable since there is no corresponding exchange ratio for BOK
Financial shares. The data presented should be read in conjunction with the
historical financial statements and notes thereto included herein or
incorporated by reference.
Nine Months Ended Year Ended
September 30, 1996 December 31, 1995
------------------ -----------------
Original Restated(1) Original Restated(2)
-------- ----------- -------- -----------
Income from Continuing Operations
per Fully Diluted Common Share:
Historical:
BOK Financial $ 1.69 $ 1.64 $ 2.12 $ 2.05
Park Cities 2.21 2.21 2.42 2.20
Pro Forma combined per
BOK Financial share 1.67 1.63 2.06 1.99
Equivalent pro forma per
Park Cities share N/A N/A N/A N/A
Dividends per Fully Diluted Common Share:
Neither BOK Financial nor Park Cities have paid cash dividends on common
shares during the applicable periods, except cash paid by Park Cities in
lieu of Fractional Shares.
Page ____ of ____.
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Book Value per Fully Diluted Common Share (Period End):
Nine Months Ended Year Ended
September 30, 1996 December 31, 1995
------------------ -----------------
Original Restated (1) Original Restated (2)
-------- ------------ -------- ------------
Historical:
BOK Financial $ 15.51 $ 15.06 $ 14.02 $ 13.61
Park Cities 19.37 19.37 18.64 16.95
Pro Forma combined per
BOK Financial share 15.51 15.06 14.02 13.61
Equivalent pro forma per
Park Cities share N/A N/A N/A N/A
(1) - Restated for the effects of a 3% common stock dividend declared by BOK
Financial on October 29, 1996.
(2) - Restated for the effects of a 3% common stock dividend declared by BOK
Financial on October 29, 1996 and a 10% common stock dividend by Park
Cities on June 30, 1996.
PRO FORMA COMBINED SELECTED FINANCIAL DATA
BOK Financial Corporation
(In Thousands, Except Per Share Data)
Nine Months Ended Year Ended
September 30, 1996 December 31, 1995
------------------ -----------------
Summarized income statement:
Net interest revenue $ 99,053 $ 119,396
Provision for loan losses 3,950 241
Net income 39,121 47,798
Per fully diluted common share
Net income (1) 1.63 1.99
Cash dividends - -
Book value (period end) (1) 15.06 13.61
(1) - Restated for the effects of a 3% common stock dividend declared by BOK Financial on October 29, 1996.
Financial position:
Loans, net of reserve 2,349,982 2,226,597
Assets 4,691,833 4,449,018
Deposits 3,423,142 3,132,744
Shareholders' equity 333,177 301,565
Capital ratios (period end):
Shareholders' equity to total asset 7.10% 6.78%
Tier 1 capital to risk weighted assets 9.07% 8.48%
Total capital to risk weighted assets 10.29% 9.70%
Tier 1 capital to average assets 6.33% 5.47%
Page ____ of ____.
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BOKF COMMON STOCK
MARKET AND DIVIDENDS
--------------------
As of October 1, 1996, BOK Financial had 1,149 shareholders of record.
The BOKF Common Stock is traded on the facilities of NASDAQ under the trading
symbol "BOKF". BOKF Common Stock quarterly high and low bid information follows:
First Second Third Fourth
----- ------ ----- ------
1996: Low $ 19.25 $ 20.00 $ 21.25
High $ 23.25 $ 20.50 $ 23.00
1995: Low $ 19.75 $ 20.25 $ 21.50 $ 19.00
High 22.25 22.75 25.25 24.50
1994: Low $ 20.25 $ 19.00 $ 19.00 $ 19.25
High 25.50 21.50 22.00 20.50
No dividends have been paid on BOK Financial Common Stock except (i) on
November 18, 1993, the Company paid a 3% dividend on BOK Financial Common Stock
outstanding as of November 9, 1993 payable in kind by the issuance of BOK
Financial Stock, (ii) on November 17, 1994, the Company paid a 3% dividend on
BOK Financial Common Stock outstanding as of November 8, 1994 payable in kind by
the issuance of BOK Financial Common Stock, (iii) on November 27, 1995, the
Company paid a 3% dividend on BOK Financial Common Stock outstanding as of
November 17, 1995 payable in kind by the issuance of BOK Financial Common Stock;
and, (iv) on October 29, 1996, BOK Financial declared a 3% dividend payable in
kind by the issuance of BOK Financial Common Stock on or about November 28, 1996
to BOKF shareholders of record as of November 17, 1996.
At November 5, 1996, the closing price of BOKF Common Stock on NASDAQ
was $25.50.
PARK CITIES COMMON STOCK
------------------------
At November 15, 1996, there were 203 shareholders of Park Cities Common
Stock and 921,348 outstanding shares. There is no established public trading
market for the Common Stock of Park Cities. Park Cities has outstanding stock
options, granted pursuant to an employee stock option plan, representing the
right to acquire an aggregate of 271,686 shares of Park Cities Common Stock. The
options will be exercised on or before the consummation of the Merger.
PARK CITIES SHAREHOLDERS MEETING
(For Purpose of Approving The Merger)
-------------------------------------
The Meetings. There will be a meeting (the "Control Group Meeting") of
those shareholders (the "Control Group") of Park Cities who are party to the
Shareholders Agreement dated May 6, 1991 (the "Shareholders Agreement") at the
University Park City Hall Auditorium,
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3800 University Boulevard, University Park, Texas 75205, commencing at 10:00
a.m. on February 7, 1997. After completion of such meeting, at 10:30 a.m., a
Special Meeting of Shareholders of Park Cities will be held at the same location
(the "Special Meeting"). The purpose of the Control Group Meeting and the
Special Meeting will be to vote upon the approval of the Merger and any other
business or on other matters.
The Shareholders Agreement. Under the terms of the Shareholders
Agreement, the Control Group votes as a block on those matters presented for a
vote of the shareholders of the Park Cities. If all of the shareholders
comprising the Control Group do not agree upon how to cast their votes, all such
shareholders are nevertheless required to cast their votes in accordance with
the votes cast by the holders of a majority of the shares subject to the
Shareholders Agreement. Shareholders whose shares are subject to the
Shareholders Agreement may attend the Control Group Meeting, or alternatively,
sign and return a Proxy indicating how such shareholder wishes to vote at the
meeting. A total of 656,019 shares of Park Cities Common Stock are subject to
the Shareholders Agreement. The Officers and Directors of Park Cities own
363,686 shares, or 55.4% of the shares subject to the Shareholders Agreement, as
hereafter discussed. Pursuant to the Shareholders Agreement, Tom E. Turner, the
Chairman and Chief Executive Officer of Park Cities, has an exclusive first
right and option to purchase the Park Cities Common Stock which BOK Financial
has offered to purchase, and if he elects not to exercise that option, the
remaining members of the Control Group, have an option to purchase the Park
Cities Common Stock. Mr. Turner has indicated he will not exercise his option
and the Control Group in voting at the Control Group Meeting to approve the
Merger will also be voting to waive their option as well.
Principal Shareholders and Management Ownership. The Board of Directors
and the officers of Park Cities together control approximately 427,287 shares of
Park Cities Common Stock, or approximately 46.4% of the voting power of the
Company (excluding options to purchase 271,686 shares of Common Stock which are
presently exercisable, which have not been exercised, but which will be
exercised in connection with the Merger). A total of 363,686 of these shares are
subject to the Shareholders Agreement, which covers 656,019 shares held by 79
shareholders. All but one of the directors of Park Cities are subject to the
Shareholders Agreement. The Board of Directors has approved the Merger Agreement
and recommended it to the Park Cities Shareholders and intend to vote for the
Merger. See PARK CITIES BOARD OF DIRECTORS.
The Proxies. Delivered to each Park Cities shareholder with this
Prospectus is a form of Proxy solicited on behalf of the Board of Directors of
Park Cities to solicit proxies (the "Proxies") for the Control Group Meeting and
for the Special Meeting. All shares of Park Cities Common Stock represented by
valid Proxies, unless the shareholder otherwise specifies, will be voted (i) FOR
approval of the Merger and (ii) at the discretion of the Proxy holders with
regard to any other matter that may properly come before the Meeting or any
adjournments thereof.
Where a shareholder has appropriately specified how a Proxy is to be
voted, it will be voted accordingly. The Proxy may be revoked at any time prior
to the date of the Meetings by providing written notice of such revocation to
Park Cities. If notice of revocation is not received by the date of the
Meetings, a shareholder may nevertheless revoke a Proxy if he or she attends the
Meeting and desires to vote in person. If a shareholder executes two or more
valid Proxies, the Proxy bearing the most recent date will be honored. The cost
of this solicitation of Proxies will be borne by Park Cities.
The Record Date and Park Cities Voting Securities. The record date for
determining the shareholders entitled to notice of and to vote at the Special
Meeting or any adjournments
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thereof is the close of business on January 13, 1997 (the "Record Date"), at
which time Park Cities had issued and outstanding 921,348 shares of Common
Stock, par value $5.00 per share (the "Common Stock"). Common Stock is the only
class of outstanding securities of the Company entitled to vote at the Meeting.
Quorum and Voting. The presence at the Special Meeting, in person or by
proxy, of the holders of one-third or more of the outstanding shares of Park
Cities Common Stock is necessary to constitute a quorum to convene the Special
Meeting and to conduct any other business which may properly come before the
Special Meeting. The affirmative vote of at least two-thirds of all issued and
outstanding Park Cities Common Stock is required to approve the Merger. Park
Cities shareholders as of the Record Date are entitled to one vote for each
share held.
As soon as practicable after consummation of the Merger, an individual
who is an existing member of the Board of Directors of Park Cities will be
selected by the mutual agreement of the Board of Directors of Park Cities and
BOK Financial to serve as a member of the Board of Directors of BOK Financial
for at least so long as any of the BOKF Notes remain unpaid.
ELECTION TO RECEIVE BOKF NOTE
-----------------------------
Each Park Cities shareholder may, in the manner hereafter described,
elect to receive some or all of the consideration due the shareholder upon
consummation of the Merger (the "Shareholder's Merger Consideration") in the
form of a BOKF Note. The BOKF Note will have a maturity date, selected by the
shareholder, of not less than one, nor more than five, years after consummation
of the Merger. The BOKF Notes will bear interest at the Applicable Federal Rate
in effect on the effective date of the Merger. Interest will be paid quarterly.
The principal amount of the BOKF Notes will be paid only at maturity. The BOKF
Notes will be uninsured and unsecured general obligations of BOK Financial.
There is no market for the BOKF Notes and none will be established. The BOKF
Notes will be registered on the financial records of BOK Financial and will be
transferable only by surrender to BOK Financial and reissue to the proposed
transferee. The form of the BOKF Notes is set forth in Exhibit A attached to
this Prospectus and Proxy Statement.
For October, 1996, the Applicable Federal Rate was 5.94% for a maturity
of one, two or three years and 6.56% for a maturity of four or five years. The
Applicable Federal Rate changes from month to month and the actual interest rate
of the BOKF Notes will be the Applicable Federal Rate as in effect on the
effective date of the Merger.
The election to receive part or all of the Shareholder's Merger
Consideration in the form of a BOKF Note must be made at the time of the Special
Meeting of Park Cities Shareholders to be held February 7, 1997. See PARK CITIES
SHAREHOLDERS MEETING. To the extent a Park Cities Shareholder does not timely
elect to receive a BOKF Note, the Shareholder's Merger Consideration will be
paid in cash. If a Park Cities shareholder does not specify a maturity for the
BOKF Note, the maturity date will be deemed to be one year after consummation of
the Merger.
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Each Park Cities shareholder desiring to receive a BOKF Note for all or
part of the Shareholder's Merger Consideration must make the election to receive
a BOKF Note using the form of Proxy and Election delivered to the shareholder
with this Prospectus and Proxy Statement, whether or not the shareholder grants
a proxy. Each Park Cities shareholder may rescind the election to receive a BOKF
Note by giving written notice to Park Cities not later than twenty days before
the consummation of the Merger. The Merger is expected to be consummated on or
shortly after February 12, 1997, but the actual consummation date may be sooner
or later. Park Cities shareholders will not receive notice of the actual
consummation date.
The federal income tax consequences of electing to receive a BOKF Note
are discussed in FEDERAL INCOME TAX CONSEQUENCES, to which reference is hereby
made. Each Park Cities shareholder should consult her or his tax adviser in
making the decision whether to elect to receive a BOKF Note and, if so electing,
which maturity date should be selected.
At the consummation, BOK Financial will deliver the total Shareholder's
Merger Consideration for all Park Cities shareholders to Bank of New York who
will serve as Payment Agent (herein so called). Following consummation of the
Merger, the Payment Agent will deliver instructions to Park Cities Shareholders
concerning the manner in which to tender certificates representing Park Cities
Common Stock for cash and/or the BOKF Note. Park Cities shareholders should NOT
tender certificates until notice is received from the Payment Agent. The BOKF
Notes will be dated as of the consummation date. The cash portion of the
Shareholder's Merger Consideration will be paid without interest.
FEDERAL INCOME TAX CONSEQUENCES
-------------------------------
The following is a general summary of a limited number of federal
income tax considerations relevant to the Merger and the issuance of the BOKF
Notes. This summary generally does not address state, local, or foreign tax
considerations, nor tax considerations relevant only to particular categories of
taxpayers (including non-U.S. investors). No ruling has been requested from the
IRS and no opinion of counsel has been requested concerning any of the matters
discussed in this summary. The statements concerning federal income tax
consequences are based upon the Internal Revenue Code, applicable Treasury
regulations thereunder, reported judicial decisions, and reported administrative
rulings. Additionally, the tax laws and other authorities upon which this
summary is based could change (possibly, retroactively) after the date of this
Prospectus. Accordingly, Park Cities shareholders should consult their tax
advisors as to the federal income and all other tax consequences of the
prospective Merger and issuance of the BOKF Notes.
Consummation of the Merger will constitute a taxable sale of each Park
Cities shareholder's Common Stock. Each Park Cities shareholder will realize (i)
a capital gain measured by the excess of the total Shareholder's Merger
Consideration received by such shareholder over the shareholder's adjusted tax
basis in the stock or (ii) a capital loss measured by the excess of the
shareholder's adjusted tax basis over the total Shareholder's Merger
Consideration received by the shareholder.
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If a shareholder elects to receive a BOKF Note, the shareholder's
recognition of gain may be deferred by reporting the gain on the installment
method under Section 453 of the Internal Revenue Code. Under the installment
method, a shareholder will generally recognize gain during each taxable year
equal to the product of (i) the amount of cash received (other than interest
payments), if any, multiplied by (ii) the "gross profit percentage". The
shareholder's "gross profit percentage" will generally be equal to the product
of (i) the total gain to be recognized by the shareholder, divided by (ii) the
total consideration the shareholder received for the Park Cities Common Stock.
Each Park Cities shareholder will be required to report gain using the
installment method unless the shareholder expressly elects to report all of the
gain in the year of sale. Certain transactions can accelerate the recognition of
gain under the installment sale method, including any disposition or pledge of
the BOKF Note or grant of a security interest therein.
Additionally, a shareholder must pay interest on the deferred tax
liability to the extent that the shareholder holds installment obligations with
an aggregate face amount in excess of $5 million and that arose during and are
outstanding as of the close of the taxable year. If applicable, the shareholder
must continue to pay interest on the deferred tax liability for each subsequent
taxable year in which an amount of the installment obligation remains
outstanding.
A shareholder's capital gain or loss will be long term if the stock has
been held more than one year, otherwise the gain or loss will be short term.
Currently, for individual taxpayers, net long term capital gains reduced by net
short term capital losses are taxed at a maximum 28% federal income tax rate.
Net short term capital gains are taxed at the same rate as ordinary income. An
individual may deduct only $3,000 of net capital losses (net of capital gains)
per year.
EACH PARK CITIES SHAREHOLDER IS ENCOURAGED TO CONSULT WITH HER OR HIS
TAX ADVISOR RESPECTING THE EFFECT OF THE MERGER AND ANY ELECTION TO RECEIVE A
BOKF NOTE ON SUCH SHAREHOLDER.
BOK FINANCIAL RATIO OF EARNINGS TO FIXED CHARGES
------------------------------------------------
For the Nine Months For the Year Ended
Ended Sept. 30, 1996 December 31
-------------------- -------------------------------------------------------
1995 1994 1993 1992 1991
---- ---- ---- ---- ----
Ratio of Earnings to Fixed Charges:
Excluding Interest on Deposits 2.50 2.02 2.81 6.80 7.63 5.41
Including Interest on Deposits 1.40 1.40 1.57 1.73 1.61 1.31
==============================================================================================================================
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TRUST INDENTURE
---------------
The BOKF Notes will be issued pursuant to a trust indenture agreement
(the "Indenture"). The Indenture is Exhibit D to this Prospectus. Bank of New
York is the Indenture trustee ("Trustee"). The Indenture imposes upon the
Trustee of BOKF the rights and obligations required by the provisions of the
Trust Indenture Act of 1939. In particular, the Indenture requires the Trustee
to give notice of any default to the holders of the BOKF Notes and permits the
Trustee to recover judgment, in its own name, upon default by BOKF, for the
benefit of the holders of BOKF Notes.
The BOKF Notes are uninsured and unsecured general obligations of BOK
Financial and no reserve or sinking fund is being created to ensure payment of
the BOKF Notes. The BOKF Notes are not insured by the FDIC or any other entity.
An event of default exists under the BOKF Notes if BOKF fails to timely pay
interest or principal, if BOKF executes an assignment for the benefit of its
creditors or takes other similar actions set forth in the Notes, or, if there is
a change in control of BOKF, as defined in the Note. The form of the BOKF Notes
is Exhibit A to this Prospectus and Proxy Statement.
The address of the Trustee is Bank of New York, Attention: Corporate
Trust, 101 Barclay Street 12W, New York, New York 10286, Attention: Byron Merino
(212-815-6285).
APPRAISAL RIGHTS
----------------
General
- -------
Articles 5.11, 5.12 and 5.13 of the Texas Business Corporation Act
("TBCA") grants the holders of Park Cities Common Stock the right to vote
against and dissent from the proposed Merger and seek payment for the fair value
(prior to giving effect to the Merger) of their Park Cities Common Stock if the
Merger is approved. A copy of Articles 5.11, 5.12 and 5.13 of the TBCA is
attached hereto as Exhibit B. EACH SHAREHOLDER OF PARK CITIES IS ADVISED TO READ
ARTICLES 5.11, 5.12 and 5.13 CAREFULLY AND SEEK THE ADVICE OF COUNSEL IF SUCH
SHAREHOLDER DESIRES TO DISSENT TO THE PROPOSED MERGER. FAILURE TO FOLLOW ANY OF
THE STATUTORY PROCEDURES WILL RESULT IN A TERMINATION OR WAIVER OF APPRAISAL
RIGHTS. Articles 5.11, 5.12 and 5.13 constitute the exclusive remedy for the
recovery of the value of shares held by shareholders who do not agree with the
Merger, so failure to properly follow the proscribed procedures will result in
such shareholder being precluded from further action regarding the Merger. The
following summary of Articles 5.11, 5.12 and 5.13 is intended only as a brief
general discussion of certain of its provisions and is qualified in its entirety
by reference to the detailed provisions set forth in Articles 5.11, 5.12 and
5.13 and attached hereto as Exhibit B.
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Shareholders Entitled to Dissent
- --------------------------------
The shareholders of Park Cities entitled to vote on the Merger are
entitled to dissent under Articles 5.11, 5.12 and 5.13. thus, each holder of
Park Cities Common Stock is entitled to dissent. The Shareholders Agreement may
limit the right on any shareholder who is a party to the Shareholders Agreement
to dissent. See APPRAISAL RIGHTS - EFFECT OF SHAREHOLDERS AGREEMENT
Rights of Dissent
- -----------------
If a shareholder properly exercises the right to dissent, such
shareholder has the right to receive payment of the fair value of such
shareholder's Park Cities Common Stock rather than accepting the Shareholder's
Merger Consideration (cash or BOKF Notes). "Fair value" under Article 5.12 means
the value of the shares as of the day before the Park Cities Special Meeting,
excluding any appreciation or depreciation in anticipation of the Merger.
Initial Demand by Shareholder
- -----------------------------
A shareholder wishing to assert dissenters' rights must (i) deliver to
Park Cities, before the vote on the Merger is taken at the Park Cities Special
------
Meeting, written objection to the proposed Merger (it is not enough to merely
vote against the Merger, the written objection must be delivered to Park Cities)
setting out that the shareholder's right to dissent will be exercised if the
Merger is approved and providing the shareholder's address to which notice
thereof shall be mailed in the event the Merger is approved, and (ii) not vote
for the Merger. It is not necessary to vote against the Merger to preserve
dissenters' appraisal rights (and therefore persons who abstain from voting may
exercise their dissenters' appraisal rights), but a shareholder cannot vote in
favor of the Merger and preserve such rights.
Subsequent Notice by Park Cities upon Approval of Merger
- --------------------------------------------------------
Within 10 days after the Merger is approved, Park Cities must deliver a
written notice (the "Approval Notice") to each Park Cities shareholder who
properly and timely delivered an objection to the Merger before the Park Cities
Special Meeting and did not vote for the Merger ("Dissenting Stockholders")
---
advising each Dissenting Stockholder that the Merger was approved.
Payment Demand by Dissenting Stockholders
- -----------------------------------------
Dissenting Stockholders who have received an Approval Notice must
deliver a written payment demand ("Payment Demand") to Park Cities within 10
days after delivery of the Approval Notice by Park Cities, making written demand
for payment of the fair value of such Dissenting Stockholder's shares of Park
Cities Common Stock as of the day before the Park Cities Special Meeting. The
Payment Demand must set forth the number and class of shares owned by, and the
fair value of such shares as estimated by, the Dissenting Stockholder. Within 20
days after submitting the Payment Demand, the Dissenting Stockholder must also
submit his, her or its shares of Park Cities Common Stock to Park Cities for
notation on the certificates representing such shares that such demand has been
made. Failure to timely deliver the Payment
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Demand or submit the certificates for notation will preclude the Dissenting
Stockholder from receiving payment of the fair value of the Dissenting
Stockholder's shares under Articles 5.12 and 5.13 and such Dissenting
Stockholder will receive instead the Shareholder's Merger Consideration. Upon
delivery of a Payment Demand to Park Cities, the Dissenting Stockholder shall
cease to have any rights as a stockholder except the rights accorded by Articles
5.11, 5.12 and 5.13.
Park Cities Response to Payment Demand
- --------------------------------------
After receipt of a Payment Demand, Park Cities must, within 20 days
after receipt of the Payment Demand, deliver written notice (the "Response
Notice") to the Dissenting Stockholder, either (i) accepting the amount claimed
and agreeing to pay that amount within 90 days after the Park Cities Special
Meeting, upon surrender of the share certificates by the Dissenting Stockholder,
or (ii) setting forth Park Cities' estimate of the fair value of the shares and
agreeing to pay that amount within such 90 day period provided Park Cities, upon
surrender of the share certificates by the Dissenting Stockholder, receives
written notice of acceptance from the Dissenting Stockholder within 60 days
after the Park Cities Special Meeting agreeing to the value estimated by Park
Cities.
Suit upon Failure to Agree on Fair Value
- ----------------------------------------
If the Dissenting Stockholder and Park Cities have not agreed on the
fair value of the Dissenting Stockholder's shares within 60 days after the Park
Cities Special Meeting, then either Park Cities or the Dissenting Stockholder
may file suit for a judicial determination of the fair value of the shares. See
Article 5.12 for the procedures to be followed for judicial appraisal.
Exclusive Remedy
- ----------------
In the absence of fraud in the transaction, the remedy provided by
Articles 5.11, 5.12 and 5.13 is the exclusive remedy for the recovery of the
value of Dissenting Stockholders' shares or money damages with respect to the
Merger, and any Park Cities stockholder failing to comply with the requirements
of Articles 5.11, 5.12 and 5.13 will not be entitled to bring suit for the
recovery of the value of such shares or money damages, provided Park Cities
complied with the requirements of Articles 5.11, 5.12 and 5.13.
Effect of Shareholders Agreement
- --------------------------------
A number of shareholders of Park Cities, representing in excess of
two-thirds of the voting shares of Park Cities Common Stock, are a party to the
Shareholders Agreement. The Shareholders Agreement contains a voting agreement
provision whereby the Control Group agree that their shares will be voted as a
block on those matters requiring votes of the shareholders of Park Cities. The
owners of a majority of the shares of the Control Group shall determine how all
the shares of the Control Group shall be voted, pursuant to an irrevocable
proxy. Thus, a vote in favor of the Merger by a majority of the voting Group
shares would result in the affirmative vote of all the Control Group shares,
which is more than the statutorily required two-thirds needed to approve the
Merger. Also, a shareholder in the Control Group who wishes to
------------------------------------------------
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- 23 -
dissent will be deemed to have waived her or his appraisal rights if, based upon
- --------------------------------------------------------------------------------
the vote of the majority of the Control Group, the Control Group proxy votes in
- -------------------------------------------------------------------------------
favor of the Merger.
- -------------------
PARK CITIES BOARD OF DIRECTORS
------------------------------
The board of directors of Park Cities consists of eighteen members,
including three advisory directors.
C. Thomas Abbott. Mr. Abbott was elected President and director of FNB
Park Cities in September 1988 and of Park Cities in May 1991. Prior to that he
was Vice Chairman of NorthPark National Bank from July 1986 to July 1988, and
from October 1977 to July 1986 was President and Chief Executive Officer of
NorthPark National Bank. He was President of NorthPark National Corporation from
1981 to July 1988.
Charles A. Angel, Jr. Mr. Angel became Vice Chairman and director of
Park Cities and FNB Park Cities in May 1992. Prior to that he was Chairman of
the Preston Office of Team Bank from 1988 to 1992. Earlier he was President,
Vice Chairman and Chairman of Preston State Bank and its acquirors from 1970 to
1988.
Webber W. Beall, Jr. Mr. Beall was elected a director of FNB Park
Cities in July 1984 and of Park Cities in May 1991. He has been an attorney with
the law firm of Touchstone, Bernays, Johnston, Beall and Smith since 1959 and a
partner since 1965.
C. Huston Bell. Mr. Bell was elected a director of Park Cities and FNB
Park Cities in November 1991. He has been President of The Vantage Companies, a
real estate development firm, since 1981.
Edward O. Boshell, Jr. (Advisory Director). Mr. Boshell was elected an
advisory director of Park Cities and FNB Park Cities in February 1993. Until his
retirement, Mr. Boshell was President of Columbia General Corporation, a
distributor of industrial supplies, and an entrepreneur. Related business
interests include EOB Investments, LLC and Columbia General Investment, LP.
Ben R. Briggs. Mr. Briggs was elected a director of FNB Park Cities in
July 1986 and of Park Cities in May 1991. Until his retirement in 1991, he was
the owner of Ben R. Briggs Realtors, Inc., a real estate brokerage and
investment firm.
R. Neal Bright. Mr. Bright was elected a director of Park Cities and
FNB Park Cities in May 1991. He has been managing partner of the accounting firm
of Bright & Bright since 1985.
Edward F. Doran. Mr. Doran was elected a director of FNB Park Cities in
July 1984. He served as advisory director of FNB Park Cities from January 1987
until October 1989 when he was once again elected a director, and he has been a
director of Park Cities since May 1991. He has been President of Doran
Chevrolet, Inc. since 1956.
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James J. Ellis. Mr. Ellis was elected a director of Park Cities and FNB
Park Cities in April 1993. He served as General Manager of the Dallas Agency of
Mutual of New York from 1976 until his retirement from that position in January
1992. He is currently involved in management of personal investments and his
individual insurance practice.
R. William Gribble, Jr. Mr. Gribble was elected a director of FNB Park
Cities in July 1984 and of Park Cities in May 1991. He has been owner of Gribble
Oil Corporation, an oil and gas exploration and production company, since 1978.
J.T. Hairston, Jr. Mr. Hairston was elected a director of FNB Park
Cities in October 1989 and of Park Cities in May 1991. Until his retirement in
1988, he was President of the Cullum Cos., owner of Tom Thumb and Simon David
grocery stores and Page Drug stores.
Michael A. McBee. Mr. McBee was elected a director of FNB Park Cities
in July 1984 and of Park Cities in May 1991. He is owner of the McBee Company,
an oil and gas exploration and production company. Related business interests
include Marymac Company and Amroc Oil Corporation.
Donald J. Malouf. Mr. Malouf was elected a director of FNB Park Cities
in July 1984 and has served as an advisory director of FNB Park Cities since
October 1988; he also served as an advisory director of Park Cities from May
1991 until 1992. He was elected a director of Park Cities in April 1992. He is
an attorney and serves as Vice President of the law firm of Malouf Lynch Jackson
Kessler & Collins, P.C.
Jon L. Mosle, Jr. (Advisory Director). Mr. Mosle was elected an
advisory director in 1992. Until his retirement, he was a principal of Rotan
Mosle, an investment firm. He is also a director of Southwest Securities, Inc.
James G. Storey (Advisory Director). Mr. Storey was elected Senior Vice
President and Internal Auditor in November 1990 and Executive Vice President and
Auditor in November 1991. Mr. Storey was elected in advisory director of both
Park Cities Bancshares, Inc. and First National Bank of Park Cities in October
1992. He also serves as Vice President of Park Cities Corporation.
Mrs. Jere W. Thompson. Mrs. Thompson was elected a director of FNB Park
Cities in July 1984 and of Park Cities in May 1991. She is a housewife and
community leader. Related business interests include The Thompson Company,
Williamsburg Corporation and Southland Corporation.
Tom E. Turner. Mr. Turner was elected President, Chief Executive
Officer and a director in July 1984, and in December 1986, he was also elected
Chairman of the Board. As of September 1988, he was no longer President, but
remains Chairman of the Board and Chief Executive Officer of both FNB Park
Cities and Park Cities (effective May 1991). He also serves as Chairman of the
board and is a director of Park Cities Corporation.
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John C. Vogt. Mr. Vogt was elected a director of FNB Park Cities in
July 1984 and of Park Cities in May 1991. He is President of International
Supply Co., Inc., a plumbing supply company. Related business interests include
Industrial International, Inc., BV Interests, BSV Partnership, International
Showroom Partnership, Utility and Environmental Services, Inc.
INFORMATION ABOUT PARK CITIES
-----------------------------
GENERAL
- -------
Park Cities, a Texas corporation, is a bank holding company under the
Bank Holding Company Act of 1956 located in Dallas, Texas. Park Cities owns
(indirectly through its wholly-owned intermediate bank holding company
subsidiary, Park Cities Corporation) 99.925% of FNB Park Cities, a national
banking association chartered in 1983. FNB Park Cities conducts its banking
business at 6215 Hillcrest Avenue and 6701 Preston Road in Dallas, Texas. The
Principal executive offices of Park Cities are located at 6215 Hillcrest,
Dallas, Texas 75205 and the telephone number is (214) 522-5858.
At September 30, 1996, Park Cities had total consolidated assets,
deposits and shareholders' equity of approximately $206 million, $187 million
and $18 million, respectively. The primary operating entity of Park Cities, FNB
Park Cities, has 3 branches located in Dallas County, Texas, including a mobile
branch. FNB Park Cities is principally engaged in the business of attracting
deposits, primarily from the general public, through a variety of deposit
products and investing those deposits, together with funds from ongoing
operations, in the origination and purchase of one-to-four family residential
mortgage loans and securities backed by these mortgage loans and, to a lesser
extent, commercial, consumer and other mortgage loans. Additionally, FNB Park
Cities invests its funds in U.S. Government and Government Agency Securities.
FNB Park Cities considers its primary market area to be municipalities of
Highland Park and University Park and surrounding areas in Dallas, Texas.
There is no public trading market for the Park Cities Common Stock.
Park Cities paid no cash dividends in 1994, 1995, or 1996. The Merger Agreement
prohibits the payment of dividends by Park Cities until the Merger is
consummated.
Results of Operations
- ---------------------
1994 versus 1993
- ----------------
Overview
Net income for Park Cities increased to $1.8 million for the year ended 1994, an
increase of $3 thousand or 0.2% from the prior year. Park Cities generated a
return on assets of 1.08% and 1.16% and a return on equity of 15.34% and 17.61%
during 1994 and 1993, respectively. The growth in earnings was primarily driven
by higher net interest income from growth in loans and securities and was
partially offset by lower noninterest income and higher noninterest expenses.
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Net Interest Margin
Net interest income for Park Cities increased to $6.2 million for the year ended
1994, an increase of $588 thousand or 10.5% from 1993. This resulted in a net
interest margin of 4.01% compared to 3.92% in 1993, an increase of 9 basis
points. The margin remained strong due to strong growth in loans and the
securities portfolio. In addition, Park Cities continued to experience strong
growth in average noninterest-bearing deposits which resulted in a cost of funds
of 2.09% for 1994 compared to 2.18% in 1993.
Noninterest Income
Noninterest income was $871 thousand for the year ended 1994, a $352 thousand
(28.7%) decrease from the prior year, which was the result of the difference
between a $74 thousand loss on sale of securities in 1994 compared to a $277
thousand gain in 1993.
Noninterest Expenses
Noninterest expenses for the year ended 1994 were $4.4 million, an increase of
$252 thousand or 6.1% increase from the year ended 1993. The largest portion of
this increase was in salaries and benefits which increased $153 thousand (6.7%)
to $2.4 million during 1994. The additional expense was due to normal increases
in compensation. Additionally, rent expense increased $54 thousand (69%) due to
the addition of the operations center in 1994.
1995 versus 1994
- ----------------
Overview
Net income for Park Cities increased significantly to $2.3 million for the year
ended 1995, an increase of $493 thousand or 27.2% from the prior year. Park
Cities generated a return on assets of 1.24% and 1.08% and a return on equity of
16.68% and 15.34% during 1995 and 1994, respectively. The growth in earnings was
primarily driven by significantly higher net interest income from growth in
loans and securities and was partially offset by higher noninterest expenses.
Net Interest Margin
Net interest income for Park Cities increased sharply to $7.5 million for the
year ended 1995, an increase of $1.2 million or 19.5% from 1994. This resulted
in a net interest margin of 4.38% compared to 4.01% in 1994, an increase of 37
basis points. The margin remained strong due to strong growth in loans and the
securities portfolio, resulting in the increase of yield on earnings assets to
7.06% in 1995 as compared to 6.12% in 1994. Although interest rates rose in
1995, Park Cities also experienced growth in average noninterest-bearing
deposits which caused the cost of funds to increase to 2.69% compared to 2.09%
in 1994.
Noninterest Income
Noninterest income was $921 thousand for the year ended 1995, a $50 thousand
(5.7%) increase from the prior year, due primarily to increased balances in
deposit accounts.
Noninterest Expenses
Noninterest expenses for the year ended 1995 were $4.9 million, an increase of
$515 thousand or 11.7% increase from the year ended 1994. The largest portion of
this increase was in salaries
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- 27 -
and benefits which increased $270 thousand to $2.7 million during 1995. The
additional expense resulted from the addition of three tellers to staff the new
motor bank as well as normal increases in compensation. The other large
component was due to the premium paid to call the then outstanding convertible
notes and additional advertising and promotion. Partially offsetting this
increase was a $141 thousand decrease in the FDIC insurance assessment from 1994
to 1995.
Nine Months Ended 1996 versus 1995
- ----------------------------------
Overview
Net income for Park Cities experienced strong growth increasing to $2.3 million
from $1.7 million, an increase of $602 thousand or 34.5% for the nine months
ended September 30, 1996 versus the same time period in 1995. This resulted in a
1.43% and 1.25% return on assets and 18.79% and 17.18% return on equity for the
nine months ended September 30, 1996 and 1995, respectively. The growth was
primarily from an increase in net interest income due to growth in low cost
deposits and loans, as well as tight expense control.
Net Interest Margin
Net interest income grew to $6.4 million from $5.5 million, an increase of $881
thousand or 15.9% for the nine months ended September 30, 1996 versus the same
period in 1995. This resulted in a net interest margin of 4.22% versus 4.30% for
the nine months ended September 30, 1996 versus 1995, respectively.
The growth was primarily attributable to interest income increasing to $10.4
million from $9.0 million for the nine months ended September 30, 1996 and 1995,
respectively, due primarily to robust earning asset growth. Average
interest-earning assets increased to $202.6 million from $171.6 million, an
increase of $31.0 million or 18.1% for the nine months ended September 30, 1996
and 1995, respectively. Partially offsetting the increase in interest income was
interest expense of $4.0 million for the nine months ended 1996 compared to $3.5
million for the same period in 1995. Average deposits and borrowed funds
increased to $201.7 million from $171.7 million for the nine months ended
September 30, 1996 and 1995, respectively. A large portion of the increase
occurred in time deposits due to the local school district deposits. In
addition, $1.3 million of subordinated convertible notes were bought back by
Park Cities at the end of 1995.
Noninterest Income
Noninterest income increased to $736 thousand from $706 thousand for the nine
months ended September 30, 1996 and 1995, respectively. The increase was due to
additional activity in deposit accounts.
Noninterest Expenses
Noninterest expense decreased by $44 thousand to $3.5 million for the nine
months ended September 30, 1996. The primary reason for the lower expenses was a
$175 thousand decrease in regulatory assessment and a $23 thousand drop in
advertising and business promotion. Partially offsetting the decrease was a $54
thousand increase in rent and a $127 thousand increase in salaries and benefits.
Page ____ of ____.
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Liquidity and Interest Sensitivity
- ----------------------------------
One of Park Cities' primary objectives is maintaining a sufficient
level of liquid earning assets. Sustaining adequate liquidity requires a bank to
ensure the availability of funds to satisfy reserve requirements, loan demand,
deposit withdrawals and maturing liabilities, while funding asset growth and
producing appropriate earnings.
Park Cities' asset growth is typically funded by increases in undivided
profits and expansion of the deposit base of FNB Park Cities. For 1995, Park
Cities experienced an approximate $2.0 million decrease in cash and cash
equivalents. Operating activities, boosted by net income for 1995 of $2.3
million, produced a net cash increase of $2.3 million. Investing activities used
net cash of $5.7 million with loan originations exceeding loan principal
collections by $8.3 million, evidencing strong loan demand. Additionally,
federal funds sold (not considered a cash-equivalent) increased $13.0 million.
Offsetting this net cash outflow was a net cash inflow of $16.0 million relating
to FNB Park Cities securities portfolio. A net increase in the deposit base of
$4.8 million offset by a $2.0 million reduction in repurchase agreements and the
use of $1.4 million to redeem the convertible subordinated notes resulted in net
cash provided in financing activities of $1.3 million.
A reciprocal measure of Park Cities' liquidity is the loans-to-deposits
ratio of FNB Park Cities. At December 31, 1995 and 1994, the ratios were 36.6%
and 33.3%, respectively. FNB Park Cities' liquid assets, composed of securities,
federal funds sold, and cash and due from banks, totaled 69.2% of total deposits
at December 31, 1995, down from 73.2% a year earlier, but still highly liquid.
For the nine months ending September 30, 1996 and 1995 FNB Park Cities'
loans-to-deposits ratio were 40.6% and 43.4%, respectively. At September 30,
1996, liquid assets totaled 67.1% of total deposits at FNB Park Cities.
Securities Portfolio
- --------------------
Park Cities' securities portfolio was $100.1 million at September 30,
1996 and comprised 48.5% of total assets. Park Cities manages its securities
portfolio conservatively and uses it to enhance its net interest margin, which
is why the majority of the portfolio is classified as held to maturity. The
aggregate portfolio has a short maturity with a weighted average life of 3.6
years and a duration of 2.6 years. The held to maturity portfolio was $57.7
million or 57.6% of the total securities portfolio at September 30, 1996 and was
yielding 6.04% with a weighted average life of 5.0 years and a duration of 3.5
years. The available for sale portfolio was $42.4 million with a 1.6 year
weighted average life and a 1.5 year duration and was yielding 6.11%.
Loan Portfolio
- --------------
FNB Park Cities's loan portfolio was $76.0 million at September 30,
1996, an increase of $6.1 million or 8.7% from the same period last year. The
increase occurred in all segments of the portfolio and was a result of a healthy
Dallas economy, growth within the customer base and market disruption from
reorganizations and consolidations involving large out of state banks.
Page ____ of ____.
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Real estate loans, by design, are the largest segment of the loan
portfolio. Total real estate loans were $52.0 million and comprised 68.4% of the
total portfolio at September 30, 1996. The largest component of the loan
portfolio is residential loans with first liens which comprised $35.2 million or
46.3% of the aggregate portfolio. FNB Park Cities typically makes residential
loans as jumbo mortgages, due to the high median house cost with a maximum of
75% loan to value. These loans are adjustable rate or miniperm loans usually
with a three year term. Commercial real estate loans were increased
significantly to $9.2 million compared to $6.9 million, an increase of $2.2
million or 32.0% at September 30, 1996 and 1995, respectively. The other
components of real estate loans were a much smaller portion of the portfolio. At
September 30, 1996, FNB Park Cities had residential loans with a second lien of
$3.2 million, multifamily loans of $1.3 million, construction and land
development loans of $2.8 million and real estate secured by farm land of $269
thousand.
The remainder of the loan portfolio has experienced strong growth.
Commercial and industrial loans were $15.5 million at September 30, 1996 and
made up 20.4% of the portfolio. C&I loans grew $536 thousand or 3.6% from the
comparable period in 1995. Consumer loans, which consist of automobile loans,
boat loans and other personal loans, grew to $8.4 million from $7.1 million, an
increase of $1.3 million or 17.6% from September 30, 1996 to September 30, 1995,
respectively.
The following table presents the composition of the loan portfolio at
September 30, 1996 and 1995, and at the end of each of the last five years.
September 30 December 31
------------------ ------------------------------------------------------------
1996 1995 1995 1994 1993 1992 1991
---- ---- ---- ---- ---- ---- ----
(In thousands)
Real estate loans:
Construction and land development $ 2,831 $ 2,476 $ 2,266 $ 1,576 $ 2,103 $ 2,673 $ 1,600
Secured by farmland 269 130 125 86 101 160 -
Residential-secured by first lien 35,192 32,395 33,440 30,441 28,335 26,313 26,559
Residential-secured by junior lien 3,248 3,145 3,532 2,351 1,744 2,748 2,665
Multifamily 1,262 2,156 2,135 1,651 1,580 1,405 1,050
Nonfarm nonresidential properties 9,153 6,936 7,753 7,304 6,540 3,959 5,074
------- ------- ------- ------- ------- ------- -------
Total real estate loans 51,955 47,238 49,251 43,409 40,403 37,258 36,948
Commercial and industrial 15,516 14,980 14,174 11,630 11,669 10,269 6,885
Consumer loans 8,393 7,138 7,773 7,853 8,019 6,322 7,699
Other 109 512 153 81 52 27 88
------- ------- -------- ------- ------- --------- --------
Total loans $75,973 $69,868 $ 71,351 $62,973 $60,143 $53,876 $ 51,620
======= ======= ======== ======= ======= ======= ========
Deposit Composition
- -------------------
FNB Park Cities' deposit base has demonstrated strong growth in
balances and number of accounts. This growth has been primarily as a result of
customer referral, community involvement by the Bank and market growth, as FNB
Park Cities does not advertise for deposits.
FNB Park Cities's deposits were $187.2 million at September 30, 1996
compared to $161.0 million at September 30, 1995, an increase of $26.2 million
or $16.3%. Demand deposits were the largest segment of deposits comprising $56.7
million at September 30, 1996 or 30.3% of total deposits. Demand deposit
accounts increased $12.7 million or 28.9% from September 30, 1996 versus the
same period in 1995. Certificates of deposit larger than $100
Page ____ of ____.
- 30 -
thousand increased to $41.6 million at September 30, 1996, an increase of $13.6
million or 48.8%. Most of the increase in certificates of deposit was from
deposits by the local school districts.
The following table presents the composition of total deposits at
September 30, 1996 and 1995 and at the end of the last five years.
September 30 December 31
------------------- ----------------------------------------------------------
1996 1995 1995 1994 1993 1992 1991
---- ---- ---- ---- ---- ---- ----
(In thousands)
Demand deposits $ 56,676 $ 43,984 $ 54,163 $ 53,742 $ 37,891 $ 35,843 $ 22,853
Interest-bearing demand deposits 26,452 26,103 27,412 26,047 27,428 23,584 20,093
Money market deposits 37,858 39,422 43,093 46,421 38,868 34,951 35,467
Savings deposits 4,847 5,092 4,946 5,723 6,379 6,077 3,060
Time deposits less than $100,000 19,762 18,413 19,962 18,979 19,661 22,081 27,996
Time deposits greater than $100,000 41,602 27,965 45,459 39,367 22,253 29,536 43,272
-------- -------- -------- -------- -------- -------- --------
Total deposits $187,197 $160,979 $195,035 $190,279 $152,480 $152,072 $152,741
======== ======== ======== ======== ======== ======== ========
FNB Park Cities had over 13,600 deposit accounts at September 30, 1996,
of which almost 10,000 accounts were checking accounts. Accounts increased by
almost 1,000 from September 30, 1995 or 7.4%. Almost all new accounts were in
core deposits with only 55 new accounts in certificates of deposit.
Capital Adequacy
- ----------------
Park Cities and FNB Park Cities are required to maintain adequate
levels of capital. The Federal Reserve Board's guidelines classify capital into
two tiers, referred to as Tier 1 and Tier 2. Tier 1 capital consists of common
and qualifying preferred shareholders' equity less goodwill. Tier 2 capital
consists of mandatory convertible debt, preferred stock not qualifying as Tier 1
capital, qualifying subordinated debt and the allowance for loan losses up to
1.25% for risk-weighted assets. The minimum ratio for the sum of Tier 1 and Tier
2 is 8.0%, at least one-half of which should be in the form of Tier 1 capital.
At September 30, 1996, core capital (Tier 1) and total capital (Tier 1 and Tier
2) of Park Cities as a percentage of risk-weighted assets was 25.3% and 26.5%,
respectively. At September 30, 1996, FNB Park Cities had core capital of 24.9%
and total capital of 26.1% as a percentage of risk-weighted assets.
In addition to the foregoing ratios, bank holding companies are
required to maintain a minimum ratio of core capital to total assets
(hereinafter referred to at the "Leverage Ratio") of at least 4.0%. At September
30, 1996, Park Cities' Leverage Ratio was 8.6%. A similar leverage ratio
applicable to FNB Park Cities has been adopted by the FDIC. At September 30,
1996, FNB Park Cities' ratio was 8.5%.
At September 30, 1996, neither Park Cities nor FNB Park Cities had any
material commitments for any capital expenditures.
Page ____ of ____.
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The following table summarizes Park Cities's capital ratios and amounts
at September 30, 1996 and 1995 and for each of the last five years.
September 30, December 31,
------------------ ------------------------------------------------------------
1996 1995 1995 1994 1993 1992 1991
---- ---- ---- ---- ---- ---- ----
(Dollars in thousands)
Total shareholders' equity $ 17,843 $ 14,748 $ 15,526 $ 12,260 $ 11,265 $ 9,440 $ 7,985
Goodwill and other intangibles - - - - - - -
Total Tier I capital 17,816 14,825 15,405 13,079 11,265 9,440 7,985
Total Tier II capital 876 2,114 835 2,118 2,056 2,100 1,848
-------- ------- -------- -------- -------- -------- ---------
Total qualifying capital $ 18,692 $16,939 $ 16,240 $ 15,197 $ 13,321 $ 11,540 $ 9,833
Risk-adjusted assets $ 70,488 $63,089 $ 70,405 $ 63,467 $ 54,464 $ 48,648 $ 48,203
Ratios:
Tier I capital ratio 25.28% 23.50% 21.88% 20.61% 20.68% 19.40% 16.57%
Total capital ratio 26.52% 26.85% 23.07% 23.94% 24.46% 23.72% 20.40%
Total leverage ratio 8.64% 8.32% 7.27% 6.31% 6.73% 5.75% 4.89%
Nonperforming Assets
- --------------------
FNB Park Cities uses conservative underwriting standards and has a low
level of nonperforming loans and no other real estate owned. The bank had only
two nonperforming assets at September 30, 1996, totaling $43,230, one of which
was paid off in October 1996.
Loan Loss Reserve Methodology
- -----------------------------
FNB Park Cities' loan loss reserve methodology is conservative and
reviews a number of factors including loan concentration, loan grading and
historical loss averages to calculate the loan loss reserve. Specific grades are
attached to the principal amount of loans outstanding in each category. Other
assets especially mentioned ("OAEM") are assigned a 2.50% loan loss reserve and
any loan rated substandard, doubtful or loss are assigned a specific reserve. In
addition, a loan migration schedule is used to assign a loan loss reserve to the
respective category.
Loan Loss Reserve Reconciliation
- --------------------------------
The following table summarizes the changes in the reserve for possible
loan losses as of September 30, 1996 and 1995 and for each of the last five
years.
For the Nine Months For the Year Ended
Ended September 30 December 31
------------------ -----------------------------------------------------------
1996 1995 1995 1994 1993 1992 1991
---- ---- ---- ---- ---- ---- ----
Balance at beginning of period $ 835 $ 794 $ 794 $ 823 $ 725 $ 856 $ 858
Provision charged to (benefiting) operations 40 10 10 (90) - 60 204
Losses charged to reserve (2) (3) (3) (4) (64) (274) (280)
Recoveries on loans charged-off 3 31 34 65 162 83 74
------- ------- -------- -------- -------- -------- --------
Net (charge-offs) recoveries 1 28 31 61 98 (191) (206)
------- ------- -------- -------- -------- -------- --------
Balance at end of period $ 876 $ 832 $ 835 $ 794 $ 823 $ 725 $ 856
======= ======== ========= ======== ======== ======== ========
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PARK CITIES
-----------
SELECTED CONSOLIDATED FINANCIAL INFORMATION
-------------------------------------------
(In Thousands, Except Per Share Data)
The following table sets forth certain selected historical consolidated
financial data for Park Cities. The selected data presented below under the
captions "Results of Operations" and "Balance Sheet (Period End)" for, and as of
the end of, each of the years in the five year period ended December 31, 1995,
are derived from the consolidated financial statements of the Company, which
financial statements have been audited by Coopers & Lybrand L.L.P., independent
certified public accountants. The following selected interim consolidated
financial information for the Company and its subsidiaries as of and for the
nine months ended September 30, 1996 and 1995 has been derived from unaudited
consolidated financial statements which, in the opinion of management, reflect
all adjustments, consisting of normal recurring accruals, considered necessary
for a fair presentation. The results of operations for such nine month periods
are not necessarily indicative of the results which may be expected for any
other interim period or for the full year.
As of and for the
Nine Months
Ended As of and for the Year
September 30 Ended December 31
------------------------- --------------------------------------------------------------------
1996 1995 1995 1994 1993 1992 1991
---- ---- ---- ---- ---- ---- ----
(Dollars in thousands except per share amounts)
Results of Operation
Interest income $ 10,382 $ 8,997 $12,123 $ 9,469 $ 8,774 $10,044 $11,722
Interest expense 3,974 3,470 4,591 3,263 3,156 4,378 6,830
-------- -------- ------- -------- --------- ------- -------
Net interest income 6,408 5,527 7,532 6,206 5,618 5,666 4,892
Provision for
possible loan losses 40 10 10 (90) - 60 204
Noninterest income 736 706 921 871 1,222 1,196 1,074
Noninterest expense 3,521 3,566 4,920 4,404 4,152 4,055 3,680
-------- -------- ------- -------- --------- ------- -------
Income before
income taxes 3,583 2,657 3,523 2,763 2,688 2,747 2,082
Income taxes 1,237 913 1,215 948 876 938 734
-------- -------- ------- -------- --------- ------ -------
Net income 2,346 1,744 2,308 1,815 1,812 1,809 1,348
======== ======== ======= ======== ========= ====== =======
Net income per share $ 2.21 $ 1.67 $ 2.20 $ 1.78 $ 1.79 $ 1.83 $ 1.28
Balance Sheet
(Period End):
Securities $100,091 $ 83,159 $ 83,673 $ 98,032 $ 75,771 $ 65,808 $ 72,568
Loans 75,973 69,868 71,351 62,973 60,143 53,876 51,620
Reserve for possible
loan losses 876 832 835 794 824 725 856
Total assets 206,269 178,293 211,912 207,181 167,287 164,035 163,144
Page ____ of ____.
- 33 -
As of and for the
Nine Months
Ended As of and for the Year
September 30 Ended December 31
------------------------- --------------------------------------------------------------------
1996 1995 1995 1994 1993 1992 1991
---- ---- ---- ---- ---- ---- ----
(Dollars in thousands except per share amounts)
Demand deposits 120,986 109,509 124,668 126,210 104,187 94,378 78,413
Total deposits 187,197 160,979 195,035 190,279 152,480 152,072 152,741
Convertible subordinated
notes - 1,325 - 1,325 1,375 1,375 1,125
Total shareholders' equity 17,843 14,748 15,526 12,260 11,265 9,440 7,985
Selected Financial
Ratios:
Return on average assets 1.43% 1.25% 1.24% 1.08% 1.16% 1.19% 0.92%
Return on average
shareholders' equity 18.79 17.18 16.68 15.34 17.62 20.85 16.36
Net interest margin 4.22 4.30 4.38 4.01 3.92 4.01 3.55
Efficiency ratio 49.29 57.21 58.19 62.23 60.69 59.10 61.68
Net charge-offs
to average loans (0.00) (0.02) (0.05) (0.10) (0.17) 0.36 0.40
Average shareholders'
equity to assets 7.59 7.27 7.42 7.03 6.60 5.70 5.60
Nonperforming assets
to loans + OREO 0.06 0.30 0.09 0.29 0.86 1.42 1.62
Allowance for possible
loan losses to total loans 1.15 1.19 1.17 1.26 1.37 1.35 1.66
Allowance for possible
loan losses to
nonperforming loans 2,037.2 390.6 1,284.6 441.1 160.0 94.9 113.5
Page ____ of ____.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
OF PARK CITIES COMMON STOCK
---------------------------
The following table presents the name and address, amount and nature of
beneficial ownership, and percent of class held by all persons known to BOK
Financial to be the beneficial owner of 5% or more of the shares of Park Cities
Common Stock, as of October 1, 1996.
Amount & Nature of Percent of
Name of Beneficial Owner Beneficial Ownership Common Stock
- ------------------------ -------------------- ------------
Tom E. Turner
3120 Princeton
Dallas, Texas 133,363/1// 12.9
-
C. Thomas Abbott
4206 Fairfax
Dallas, Texas 94,626/2// 9.6
-
John C. Vogt
P.O. Box 543165
Dallas, Texas 56,593/3// 6.1
-
C. Huston Bell
2911 Turtle Creek Blvd.
Suite 500
Dallas, Texas 91,278/4// 9.9
-
/1// Includes options to purchase 115,974 shares which must be exercised in
-
connection with the Merger.
/2// Includes options to purchase 68,054 shares which must be exercised in
-
connection with the Merger.
/3// Includes options to purchase 1,784 shares which must be exercised in
-
connection with the Merger.
/4// Includes options to purchase 1,055 shares which must be exercised in
-
connection with the Merger and 89,902 shares owned by Belmont Equities,
Inc. of which Mr. Bell is a principal.
Page ____ of ____.
- 35 -
SECURITY OWNERSHIP OF MANAGEMENT
IN PARK CITIES COMMON STOCK
---------------------------
The following table presents the beneficial ownership of all Park
Cities directors and of all Park Cities directors and executive officers as a
group in Park Cities Common Stock as of November 1, 1996.
Amount & Nature of Percent of
Name of Beneficial Owner Beneficial Ownership Common Stock
- ------------------------ -------------------- ------------
Tom E. Turner 133,363/1/ 12.9
-
C. Thomas Abbott 94,626/2/ 9.6
-
Charles A. Angel, Jr. 32,649/3/ 3.5
-
Webber W. Beall, Jr. 23,037 2.5
C. Huston Bell 91,278/4/ 9.9
-
Ben R. Briggs 15,473 1.7
R. Neal Bright 16,463/5/ 1.8
-
Edward F. Doran 15,571/6/ 1.7
-
James J. Ellis 9,332/7/ 1.0
-
R. William Gribble, Jr. 21,528/8/ 2.3
-
J.T. Hairston, Jr. 6,699/9/ 0.7
-
Donald J. Malouf 18,671/10/ 2.0
--
Michael A. McBee 24,589/11/ 2.7
--
Mrs. Jere W. Thompson 33,472/12/ 3.6
--
John C. Vogt 56,593/13/ 6.1
--
Edward O. Boshell, Jr. 31,891 3.5
Jon L. Mosle, Jr. 13,847/14/ 1.5
--
Jane Colesar 20,790/15/ 2.2
--
James G. Storey 19,186/16/ 2.0
--
All Directors and Executive Officers 679,058 57.8
as a Group (19 Persons)
Page ____ of ____.
- 36 -
1/ Includes options to purchase 115,974 shares which must be exercised in
connection with the Merger.
2/ Includes options to purchase 68,054 shares which must be exercised in
connection with the Merger.
3/ Includes options to purchase 18,755 shares which must be exercised in
connection with the Merger.
4/ Includes options to purchase 1,055 shares which must be exercised in
connection with the Merger and 89,902 shares owned by Belmont Equities, Inc.
of which Mr. Bell is a principal.
5/ Includes options to purchase 1,093 shares which must be exercised in
connection with the Merger and 3,659 shares owned by Mrs. Bright.
6/ Includes options to purchase 1,078 shares which must be exercised in
connection with the Merger.
7/ Includes options to purchase 548 shares which must be exercised in
connection with the Merger.
8/ Includes options to purchase 2,042 shares which must be exercised in
connection with the Merger.
9/ Includes options to purchase 1,385 shares which must be exercised in
connection with the Merger.
10/ Includes options to purchase 958 shares which must be exercised in
connection with the Merger and 5,314 shares owned by MLJKC Employees
Retirement Plan of which Mr. Malouf is a principal.
11/ Includes options to purchase 1,829 shares which must be exercised in
connection with the Merger.
12/ Includes options to purchase 1,587 shares which must be exercised in
connection with the Merger and 31,532 shares owned by The Williamsburg
Corporation of which Mrs. Thompson's husband is a principal.
13/ Includes options to purchase 1,784 shares which must be exercised in
connection with the Merger and 8,052 shares owned by John C. Vogt Keogh Plan
and 2,826 shares owned by Mr. Vogt's children's trusts.
14/ Includes 5,635 shares owned by Mrs. Mosle and 7,320 shares owned by Paine
Webber Custodian fbo Jon L. Mosle, Jr. IRA RLVR.
15/ Includes options to purchase 19,788 shares which must be exercised in
connection with the Merger.
16/ Includes options to purchase 18,016 shares which must be exercised in
connection with the Merger.
Page ____ of ____.
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COMPENSATION OF PARK CITIES EXECUTIVES
--------------------------------------
Park Cities has not paid and does not currently propose to pay any of
its officers or directors. All of such individuals serve as officers and/or
directors of FNB Park Cities and are remunerated in such capacities as set forth
below. The Following table shows, on an accrual basis, all direct remuneration
paid by FNB Park Cities for the year ended December 31, 1995 to all executive
officers of Park Cities as a group.
Name of Individual
or Number of Capacities in Aggregate Direct
Persons in Group Which Served Remuneration (1)(2)
- ----------------------------------------------------------------------------------------------------------------
Tom E. Turner (3) Chairman of the Board $305,396
and Chief Executive
Officer
C. Thomas Abbott President $197,720
Charles A. Angel, Jr. Vice Chairman $115,268
James G. Storey Executive Vice President $102,704
and Auditor
Jane Colesar Executive Vice President $ 99,792
and Chief Financial
Officer
all executive officers as a $820,880
group (5 persons)
(1) Included in this column are cash salaries and bonuses paid for services
rendered during the fiscal year, automobile allowances, directors' fees
and FNB Park Cities' matching contributions to the Profit Sharing Plan.
(2) Does not include any amount for the personal benefits obtained from the
use of cars and club memberships. The total value of such benefits did
not exceed the lesser of $25,000 or 10% of the cash compensation
reported above for any of the executive officers of FNB Park Cities.
The aggregate value of such benefits averaged under $25,000 and is less
than 10% of compensation reported in the compensation table for
executive officers as a group.
(3) Mr. Turner has also entered into a deferred compensation plan with FNB
Park Cities. See "Deferred Compensation" below.
Each director of FNB Park Cities receives $8,400 per year for serving
on the Board of Directors. The fee is paid $700 per month at each regular
meeting, but is not based on attendance. Directors who are not officers also
receive stock options for attendance at Board meetings. See "Compensation
Pursuant to Plans" below.
Page ____ of ____.
- 38 -
Deferred Compensation
- ---------------------
In January 1986, the Board of Directors of FNB Park Cities and Mr.
Turner entered into an agreement to provide Mr. Turner with post-retirement or
post-death benefits in the event his employment is terminated for any reason
other than dishonesty. Under the agreement, if Mr. Turner dies during his
employment prior to attaining the age of 65, his beneficiaries will receive
total benefits of $940,000, payable in monthly installments. Upon Mr. Turner's
attaining the age of 65 while still employed by FNB Park Cities, and during his
retirement thereafter, FNB Park Cities will pay Mr. Turner a retirement benefit
of $94,000 per year, payable in equal monthly installments, for ten years. In
the event Mr. Turner's employment is terminated for any reason, other than
dishonesty, prior to attaining the age of 65, he will be entitled to receive
monthly benefits based upon his salary during the preceding 36 months, subject
to certain conditions, for 24 months following his termination.
Compensation Pursuant to Plans
- ------------------------------
Park Cities maintains a Nonqualified Stock Option Plan (the "Option
Plan"). The purpose of the Option Plan is to assist Park Cities and FNB Park
Cities in attracting and retaining employees, directors and advisory directors,
by providing them with ownership interests in Park Cities and, as described
below, to provide a form of compensation for persons serving as outside
directors and advisory directors of Park Cities and FNB Park Cities.
Under the Option Plan, 354,312 shares of Park Cities' common stock are
reserved for issuance. As of October 31, 1996, there were outstanding options to
purchase 271,686 shares of common stock. The Plan is interpreted and
administered by the Board of Directors. All employees, directors and advisory
directors of FNB Park Cities are eligible to participate in the Option Plan.
Subject to limitations contained in the Option Plan, the Board of Directors has
complete discretion to fix the terms and number of options to be granted and the
employees who will receive options. All options granted under the Option Plan
become exercisable in the amounts and at the intervals specified by the Board of
Directors at the time of grant.
Under the Option Plan, the Board of Directors in 1988 approved the
grant of options ("Directors Options") to FNB Park Cities' outside directors and
advisory directors to provide such directors with ownership interests in Park
Cities as an incentive to retain their services, Under this plan, a number of
shares of common stock are to be reserved during each calendar year for possible
issuance. With respect to each monthly meeting of the Board of Directors, a pool
of shares of common stock is established in an amount equal to the number of
directors and advisory directors times 17.7. Each outside director and advisory
director who attends that meeting will receive options to purchase a number of
shares equal to the whole number given by dividing the total number of shares
available in the pool by the number of eligible directors who attend the
meeting. The exercise price of such options will be equal to the market value of
the underlying common stock on the date of the grant of the options. All such
options will be immediately exercisable in full and will expire ten years from
the date of grant; provided
Page ____ of ____.
- 39 -
that, if a director ceases to be a director for any reason, his options will
expire one year from the date of termination.
Profit Sharing Plan
- -------------------
On January 1, 1993, FNB Park Cities implemented a voluntary 401(k)
Profit Sharing Plan. Generally, employees may voluntarily contribute up to 15%
of their pre-tax salary to the plan. FNB Park Cities has elected to make
discretionary matching contributions equal to a percentage of the employee's
contribution. The percentage match is determined by FNB Park Cities each year
and was 50% up to 4% of each employee's salary during 1993, 1994 and 1995.
Employees vest in the plan ratably over five years after one year of service.
The charge to expense in connection with FNB Park Cities' matching contributions
was $49,178, $47,333 and $37,000 for the years ended December 31, 1995, 1994 and
1993, respectively.
INTEREST OF PARK CITIES DIRECTORS AND OFFICERS IN THE MERGER
------------------------------------------------------------
Upon consummation of the Merger, Messrs. Turner, Abbott, and Angel will
enter into employment agreements with FNB Park Cities. Under the employment
agreements Messrs. Turner, Abbott, and Angel will be employed by FNB Park Cities
for a period of three years in their existing positions at approximately their
existing compensation levels. In addition, pursuant to the employment
agreements, Messrs. Turner, Abbott, and Angel will agree not to compete with FNB
Park Cities for a period of two years following termination of employment during
which period each will be compensated at reduced levels.
DESCRIPTION OF BOKF CAPITAL STOCK
---------------------------------
BOKF COMMON STOCK
- -----------------
General
- -------
The following is a general summary of certain provisions of the BOKF
Common Stock, and is qualified in its entirety by reference to the Certificate
of Incorporation of BOK Financial.
Under its Certificate of Incorporation, BOK Financial is authorized to
issue 2,500,000,000 shares of Common Stock, $0.00006 par value. The issued and
outstanding shares of Common Stock are offered hereby fully paid and
nonassessable. At September 30, 1996, 20,488,254 shares of BOKF Common Stock
were issued and outstanding.
Dividend Rights
- ---------------
Holders of BOKF Common Stock are entitled to receive dividends when and
as declared by the Board of Directors out of funds legally available therefore.
There is no assurance that BOK Financial will be able to pay dividends on the
BOKF Common Stock and no dividends are
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- 40 -
currently anticipated. No BOKF Common Stock dividends can be paid unless all
accrued dividends on BOKF Preferred Stock have been paid.
Liquidation Rights
- ------------------
In the event of the voluntary or involuntary dissolution, liquidation
or winding-up of BOK Financial, holders of BOKF Common Stock are entitled to
receive, pro rata, after satisfaction in full of the prior rights of creditors,
holders of any outstanding preferred stock and any series of BOKF Common Stock
with preference rights, all of the remaining assets of BOK Financial available
for distribution.
Voting Rights
- -------------
Holders of shares of outstanding BOKF Common Stock are entitled to one
vote for each share at the election of directors and on any question arising at
any shareholders' meeting. Holders of BOKF Common Stock do not have cumulative
voting rights.
Preemptive Rights
- -----------------
The holders of BOKF Common Stock are not entitled to preemptive rights.
Transfer Agent
- --------------
Bank of Oklahoma, National Association is the transfer agent for BOKF
Common Stock.
BOKF PREFERRED STOCK
--------------------
General
- -------
The following is a general summary of certain provisions of the BOKF
Series A Preferred Stock ("Series A Preferred Stock") and is qualified in its
entirety by reference to the Certificate of Incorporation of BOK Financial.
Under its Certificate of Incorporation, BOK Financial is authorized to
issue 1,000,000,000 shares of preferred stock, $0.00005 par value. The Board of
Directors of BOK Financial is authorized to issue preferred stock in series and
to fix the particular designation, powers, preferences, rights (including
dividends, voting rights and liquidation preferences), qualifications and
restrictions.
The preferred stock of BOK Financial presently consists of a single
series of 300,000,000 shares of Series A Preferred Stock, $0.00005 par value. As
of April 1, 1994, 250,000,000 shares of Series A Preferred Stock were
outstanding. Kaiser owns 249,490,880 shares of the Series A Preferred Stock and
three employees of affiliates of Kaiser owns 509,120 shares.
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- 41 -
The Series A Preferred Stock has no voting rights under the Certificate
of Incorporation, and under Oklahoma corporate law would only have the right to
vote in the event of a proposed Amendment of the Certificate of Incorporation
which would alter or change the special rights and preferences of the Series A
Preferred Stock, or change the par value, or increase or decrease the number of
authorized shares.
Dividend Rights
- ---------------
Each share of Series A Preferred Stock entitles the holder thereof to
cumulative cash dividends at the annual rate of ten percent (10%) of the $0.06
liquidation preference value per share, when and as declared by the Board of
Directors of BOK Financial, payable on the first day of January, April, July,
and October. In the event BOK Financial cannot pay cash dividends by reason of
applicable federal banking regulations, the Board of Directors may, in lieu of
paying cash dividends, pay dividends by issuing Common Stock having an aggregate
market value, based on an average over the prior quarter, equal to the dividend
amount. If all accrued dividends on the Series A Preferred Stock have not been
paid, no dividends will be paid on BOKF Common Stock.
Redemption Rights
- -----------------
Any shares of Series A Preferred Stock may be redeemed at the option of
BOK Financial at any time, so long as (i) the redemption will be in compliance
with all regulatory requirements, and (ii) all dividends accrued on the shares
to be redeemed are paid in full. The redemption price per share is equal to the
$0.06 liquidation preference value, plus all accrued and unpaid dividends. In
the event BOK Financial shall give notice of redemption of any Series A
Preferred Stock, then the holder of such Series A Preferred Stock may elect to
convert the same to BOKF Common Stock pursuant to the Conversion Rights
described below. In the event of the redemption of only a portion of the Series
A Preferred Stock then outstanding, the shares to be redeemed shall be selected
pro rata, by lot, or by any other method that the Board of Directors of BOK
Financial may determine.
Liquidation Rights
- ------------------
Upon the voluntary or involuntary dissolution, liquidation, or
winding-up of BOK Financial, the holders of the shares of Series A Preferred
Stock then outstanding shall be entitled to priority of payment out of the
assets of BOK Financial, whether representing capital or surplus, in the amount
of $0.06 per share, together with all dividends thereon accumulated and unpaid
at such time, whether or not earned or declared, before any amount shall be paid
to the holders of any shares of the BOKF Common Stock or of any other class or
series of stock of BOK Financial junior to Series A Preferred Stock upon
liquidation. The Series A Preferred Stock will be superior to the rights of any
other series of preferred stock that BOK Financial may hereafter lawfully
establish with rights in dissolution, liquidation or winding up. The entire
consideration paid for the Series A Preferred Stock, in the amount of $0.06 per
share, is allocated to capital and such capital may not be reduced below the
liquidation preference value of the Series A Preferred Stock, which is also
$0.06 per share.
Page ____ of ____.
- 42 -
Sinking Fund Provisions
- -----------------------
No sinking fund is provided for the redemption or purchase of shares of
BOKF Series A Preferred Stock.
Conversion Rights
- -----------------
Any share of Series A Preferred Stock may be converted to BOKF Common
Stock after December 31, 1994 at any time, at the option of the holder, at a
ratio of 1.1215 share of BOKF Common Stock for each 100 shares of Series A
Preferred Stock. BOK Financial may elect to convert all or part of the Series A
Preferred Stock into BOKF Common Stock, on a 1.1215 for each 100 shares basis,
if BOK Financial shall fail to meet the published minimum risk-based capital
ratios applicable to BOK Financial for a period of eight consecutive calendar
quarters. Appropriate adjustments in the conversion ratios will be made in the
event of a subdivision (by stock split, stock dividend, recapitalization or
otherwise) or combination (by reverse stock split or otherwise) of shares of
BOKF Common Stock. The conversion ratios set forth above reflect the November
18, 1993, November 17, 1994, November 17, 1995, and November 18, 1996, 3% BOKF
Common Stock dividends which were paid in kind by the issuance of BOKF Common
Stock.
Voting Rights
- -------------
Holders of Series A Preferred Stock have no voting rights except as
otherwise provided by Oklahoma corporate law.
Preemption Rights
- -----------------
No shares of Series A Preferred Stock shall have any rights of
preemption.
Transfer Agent
- --------------
Bank of Oklahoma, National Association is the transfer agent for the
Series A Preferred Stock.
INDEMNIFICATION
---------------
The Oklahoma Business Corporation Act and Article VI of the Bylaws of
BOK Financial provide BOK Financial with broad powers and authority to indemnify
its directors and officers and the directors and officers of its subsidiaries
and to purchase and maintain insurance for such purposes. Pursuant to such
statutory and Bylaw provisions, BOK Financial has purchased insurance against
certain costs of indemnification of its officers and directors.
Insofar as indemnification for liabilities arises under the Securities
Act of 1933, in the opinion of the Securities and Exchange 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 BOKF of expenses incurred
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- 43 -
or paid by a director, officer or controlling person of BOKF in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person, BOKF 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 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.
LEGAL OPINION
-------------
Frederic Dorwart, Esquire, Tulsa, Oklahoma, has rendered an opinion to
BOK Financial (which is filed as an exhibit to the Registration Statement of
which this Prospectus is a part) to the effect that the BOKF Notes offered
hereby are validly issued, fully paid, and nonassessable. Mr. Dorwart is
secretary of BOK Financial, BOKFSub and BOk.
EXPERTS
-------
The consolidated financial statements of BOK Financial Corporation
incorporated by reference in BOK Financial Corporation's Annual Report (Form 10-
K) for the years ended December 31, 1995, 1994 and 1993 have been audited by
Ernst & Young, LLP, independent auditors, as set forth in their report thereon
included therein and incorporated herein by reference. Such consolidated
financial statements are incorporated herein by reference in reliance upon such
reports given upon the authority of such firms as experts in accounting and
auditing.
The consolidated financial statements of Park Cities Bancshares, Inc.
for the years ended December 31, 1995, 1994 and 1993 have been audited by
Coopers & Lybrand, L.L.P., as set forth in their report therein and incorporated
herein by reference. Such consolidated financial statements are incorporated
herein by reference in reliance upon such reports given upon the authority of
such firms as experts in accounting and auditing.
ADDITIONAL INFORMATION
----------------------
BOK Financial has filed with the Securities and Exchange Commission
(the "Commission") in Washington, D.C., a Registration Statement on Form S-4 (of
which this Prospectus is a part) under the Securities Act of 1933, as amended,
with respect to the BOKF Financial Common Stock offered hereby. This Prospectus
does not contain all the information set forth in the Registration Statement,
certain portions of which have been omitted as permitted by the rules and
regulations of the Commission. For further information concerning BOK Financial
and the BOKF Common Stock offered hereby, reference is made to the Registration
Statement, and to the exhibits and schedules thereto and the financial
statements filed as a part thereof which may be inspected without charge at the
principal office of the Commission, 450 Fifth Street, N.W., Washington, D.C.
20549, and copies of all or any part of which may be obtained from the
Commission upon payment of the prescribed fees. Statements contained in this
Prospectus as to the contents of any contract or other document are not
necessarily complete, and in each instance such statements are qualified in
their entirety by reference to the copy of such contract or other document filed
as an exhibit to the Registration Statement.
Page ____ of ____.
- 44 -
EXHIBIT A
PROMISSORY NOTE
---------------
Amount Dallas, Texas Date
- ---------- ---------
FOR VALUE RECEIVED, the undersigned, BOK Financial Corporation, an
Oklahoma corporation ("Maker"), hereby promises to pay to the order of
-----
_________________ ("Holder"), at the address of Holder set forth on the
signature page hereof, or at such other address given to Maker by Holder, the
principal sum of ($______________), together with interest, as hereinafter
described.
This Note has been executed and delivered in connection with that
certain Agreement and Plan of Merger (the "Merger Agreement"), dated
----------------
______________, by and among Maker, BOKF Merger Corporation Number Five, a Texas
corporation, and Park Cities Bancshares, Inc., a Texas corporation, and
represents all or a portion of the Merger Consideration (as defined in the
Merger Agreement) due to Holder.
This Note has been issued under an Indenture dated as of __________,
199_, ("Indenture") between the Maker and _________________, as trustee
("Trustee"). The terms of this Note include those stated in the Indenture and
those made part of the Indenture by reference to the Trust Indenture Act of
1939, as amended, as in effect on the date of the Indenture. This Note is
subject to all such terms, and Holder is referred to the Indenture and the Trust
Indenture Act for a statement of such terms. This Note is an unsecured general
obligation of Maker.
Maker will furnish to any Holder upon written request and without
charge a copy of the Indenture. Requests may be made to BOKF Financial
Corporation, P.O. Box 2300, Tulsa, Oklahoma, 74103-5010 Attn: ______________. ]
Section 1. Interest and Payment.
--------------------------------
(a) Prior to the occurrence of a default (hereinafter defined),
interest shall be payable on the outstanding principal balance of this Note at a
rate per annum equal to [the Applicable Federal Rate as defined in the Internal
------------------------------------------------------
Revenue Code as being in effect on the Closing Date, as defined in the Merger
- -----------------------------------------------------------------------------
Agreement]. Interest on this Note shall be calculated at a daily rate equal to
- ---------
1/360 of the annual percentage rate which this Note bears, subject to the
provisions hereof limiting interest to the Maximum Lawful Rate (as herein
defined).
(b) Interest only on this Note shall be due and payable quarterly,
commencing on (1st day of the first calendar quarter after the Closing Date) and
------------------------------------------------------------
continuing on the first day of each ____________, ____________, ____________,
and ______________ thereafter until (maturity date selected by Holder) . The
entire outstanding principal balance of this Note and
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all accrued but unpaid interest thereon shall be due and payable in full on
(maturity date selected by Holder).
- ----------------------------------
(c) After the occurrence of a default, for so long as such default
remains uncured or upon acceleration by Holder following a default, past due
principal, and past due interest, to the extent permitted by law, shall bear
interest at the lesser of (i) Maximum Lawful Rate or (ii) 15%.
(d) Maker shall not be entitled to prepay this Note in full or in part
prior to the maturity date hereof without the prior written consent of Holder.
Section 2. General Provisions.
------------------------------
Whenever any payment shall be due under this Note on a day which is not
a business day, the date on which such payment is due shall be extended to the
next succeeding business day, and such extension of time shall be included in
the computation of the amount of interest then payable.
All principal, interest and other sums payable under this Note shall be
paid, not later than two o'clock p.m. (Dallas, Texas time), on the day when due,
in immediately available funds in lawful money of the United States of America.
Any payment under this Note other than in the required amount and in good,
unrestricted U.S. funds immediately available to the holder hereof shall not,
regardless of any receipt or credit issued therefor, constitute payment until
the required amount is actually received by the holder hereof in such funds and
shall be made and accepted subject to the condition that any check or draft may
be handled for collection in accordance with the practice of the collection bank
or banks.
All payments made as scheduled on this Note shall be applied, to the
extent thereof, first to accrued but unpaid interest and the balance to unpaid
principal.
The occurrence of any one of the following shall be a default under
this Note (a "default"):
-------
(a) Maker shall fail to pay when due any principal of or interest on
this Note; or
(b) Maker (1) (i) executes an assignment for the benefit of creditors,
or takes any action in furtherance thereof; or (ii) admits in writing its
inability to pay, or fails to pay, its debts generally as they become due; or
(iii) as a debtor, files a petition, case, proceeding or other action pursuant
to, or voluntarily seeks the benefit or benefits of any debtor relief law, or
takes any action in furtherance thereof; or (iv) seeks the appointment of a
receiver, trustee, custodian or liquidator of any significant portion of its
property; or (v) becomes subject to any cease-and- desist or other order issued
by, or a party to any written agreement or memorandum of understanding with, or
is a recipient of any extraordinary supervisory letter from, any regulatory
agency; or (2) suffers the filing of a petition, case, proceeding or other
action against it as a debtor under any debtor relief law or seeking appointment
of a receiver, trustee, custodian or liquidator of any significant portion of
its other property, and (i) admits, acquiesces in or fails
Page ____ of ____.
- 46 -
to contest diligently the material allegations thereof; or (ii) the petition,
case, proceeding or other action results in entry of any order for relief or
order granting relief sought against it, or (iii) in a proceeding under Title 11
of the United States Code, the case is converted from one chapter to another; or
(iv) fails to have the petition, case, proceeding or other action permanently
dismissed or discharged on or before the earlier of trial thereon or sixty (60)
days next following the date of its filing; or (3) conceals, removes, or permits
to be concealed or removed, any part of its property, with intent to hinder,
delay or defraud its creditors or any of them, or makes or suffers a transfer of
any of its property which may be fraudulent under any bankruptcy, fraudulent
conveyance or similar law; or makes any transfer of its property to or for the
benefit of a creditor at a time when other creditors similarly situated have not
been paid; or
(c) There shall occur (i) a change in control of Maker, Park Cities
Bancshares, Inc., or First National Bank of Park Cities; (ii) a sale of all or
substantially all of the assets of any such entity; or (iii) the liquidation or
dissolution of any such entity. For the purpose of this Note, a change of
control shall be deemed to have occurred when and only when those persons and
entities who are presently in control of Maker (within the meaning of Rule 405
of the Securities and Exchange Commission) become no longer in control of Maker
(within the meaning of said Rule 405).
Upon the occurrence of a default, the holder hereof shall have the right to
declare the unpaid principal balance and accrued but unpaid interest on this
Note at once due and payable (and upon such declaration, the same shall be at
once due and payable), and to exercise any rights, powers and remedies available
to Holder under this Note, or at law or in equity.
Neither the failure by the holder hereof to exercise, nor delay by the
holder hereof in exercising, the right to accelerate the maturity of this Note
or any other right, power or remedy upon any default shall be construed as a
waiver of such default or as a waiver of the right to exercise any such right,
power or remedy at any time. No single or partial exercise by the holder hereof
of any right, power or remedy shall exhaust the same or shall preclude any other
or further exercise thereof, and every such right, power or remedy may be
exercised at any time and from time to time. All rights and remedies provided
for in this Note are cumulative of each other and of any and all other rights
and remedies existing at law or in equity, and the holder hereof shall, in
addition to the rights and remedies provided herein, be entitled to avail itself
of all such other rights and remedies as may now or hereafter exist at law or in
equity for the collection of the indebtedness owing hereunder, and the resort to
any right or remedy provided for hereunder or provided for by law or in equity
shall not prevent the concurrent or subsequent employment of any other
appropriate rights or remedies. Without limiting the generality of the foregoing
provisions, the acceptance by the holder hereof from time to time of any payment
under this Note which is past due or which is less than the payment in full of
all amounts due and payable at the time of such payment, shall not (i)
constitute a waiver of or impair or extinguish the rights of the holder hereof
to accelerate the maturity of this Note or to exercise any other right, power or
remedy at the time or at any subsequent time, or nullify any prior exercise of
any such right, power or remedy, or (ii) constitute a waiver of the requirement
of punctual payment and performance, or a novation in any respect.
Page ____ of ____.
- 47 -
If any holder of this Note retains an attorney in connection with any
default or at maturity or to collect, enforce or defend this Note in any lawsuit
or in any probate, reorganization, bankruptcy or other proceeding, or if any
holder of this Note sues Maker in connection with this Note, then Maker agrees
to pay to holder, all costs and expenses incurred by such prevailing party in
any such suit or proceeding, including attorneys' fees.
It is the intent of Holder and Maker to conform to and contract in
strict compliance with applicable usury law from time to time in effect. All
agreements between Holder or any other holder hereof and Maker are hereby
limited by the provisions of this paragraph which shall override and control all
such agreements, whether now existing or hereafter arising and whether written
or oral. In no way, nor in any event or contingency (including but not limited
to prepayment, default, demand for payment, or acceleration of the maturity of
any obligation), shall the rate of interest taken, reserved, contracted for,
charged or received under this Note or otherwise, exceed the maximum rate of
interest permitted by applicable law (the "Maximum Lawful Rate"). If, from any
-------------------
possible construction of any document, interest would otherwise be payable in
excess of the Maximum Lawful Rate, any such construction shall be subject to the
provisions of this paragraph and such document shall be automatically reformed
and the interest payable shall be automatically reduced to the Maximum Lawful
Rate, without the necessity of execution of any amendment or new document. If
the holder hereof shall ever receive anything of value which is characterized as
interest under applicable law and which would apart from this provision be in
excess of the Maximum Lawful Rate, an amount equal to the amount which would
have been excessive interest shall, without penalty, be applied to the reduction
of the principal amount owing on the indebtedness evidenced hereby in the
inverse order of its maturity and not to the payment of interest, or refunded to
Maker or the other payor thereof if and to the extent such amount which would
have been excessive exceeds such unpaid principal. The right to accelerate the
maturity of this Note does not include the right to accelerate any interest
which has not otherwise accrued on the date of such acceleration, and the holder
hereof does not intend to charge or receive any unearned interest in the event
of acceleration. All interest paid or agreed to be paid to the holder hereof
shall, to the extent permitted by applicable law, be amortized, prorated,
allocated and spread throughout the full stated term (including any renewal or
extension) of such indebtedness so that the amount of interest on account of
such indebtedness does not exceed the maximum nonusurious amount permitted by
applicable law. As used in this paragraph, the term "applicable law" shall mean
the laws of the State of Texas or the federal laws of the United States,
whichever laws allow the greater interest, as such laws now exist or may be
changed or amended or come into effect in the future.
Maker and all sureties, endorsers, guarantors and any other party now
or hereafter liable for the payment of this Note in whole or in part, hereby
severally waive demand, presentment for payment, notice of dishonor and of
nonpayment, protest, notice of protest, notice of intent to accelerate, notice
of acceleration and all other notices of any kind.
This Note may not be changed, amended or modified except in a writing
expressly intended for such purpose and executed by the party against whom
enforcement of the change, amendment or modification is sought.
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All of the covenants, stipulations, promises, and agreements contained
in this Note by or on behalf of Maker shall bind its successors and assigns,
whether so expressed or not.
THIS NOTE, AND ITS VALIDITY, ENFORCEMENT AND INTERPRETATION, SHALL BE
GOVERNED BY TEXAS LAW (WITHOUT REGARD TO ANY CONFLICT OF LAWS PRINCIPLES) AND
APPLICABLE UNITED STATES FEDERAL LAW.
Time shall be of the essence in this Note with respect to all of
Maker's obligations hereunder.
THIS NOTE REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY
NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
THIS NOTE AND ALL PRINCIPAL AND INTEREST DUE THEREUNDER IS REGISTERED
ON THE BOOKS OF THE MAKER AND CAN ONLY BE TRANSFERRED BY SURRENDER TO THE MAKER
AND REISSUE TO THE TRANSFEREE.
IN WITNESS WHEREOF, Maker has duly executed this Note to be effective
as of the day and year first above written.
MAKER:
-----
ADDRESS OF HOLDER: BOK FINANCIAL CORPORATION,
- -----------------
an Oklahoma corporation
- ------------------------
By:
- ------------------------ -------------------------------------
Name:
- ------------------------ -----------------------------------
Title:
- ------------------------ ----------------------------------
Page ____ of ____.
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EXHIBIT B
ARTICLES
--------
TEXAS BUSINESS CORPORATION ACT
Art. 5.11. Rights of Dissenting Shareholders in the Event of Certain Corporate
Actions
A. Any shareholder of a domestic corporation shall have the right to
dissent from any of the following corporate actions:
(1) Any plan of merger to which the corporation is a party if
shareholder approval is required by Article 5.03 or 5.16 of this Act and the
shareholder holds shares of a class or series that was entitled to vote thereon
as a class or otherwise;
(2) Any sale, lease, exchange or other disposition (not including any
pledge, mortgage, deed of trust or trust indenture unless otherwise provided in
the articles of incorporation) of all, or substantially all, the property and
assets, with or without good will, of a corporation requiring the special
authorization of the shareholders as provided by this Act;
(3) Any plan of exchange pursuant to Article 5.02 of this Act in
which the shares of the corporation of the class or series held by the
shareholder are to be acquired.
B. Notwithstanding the provisions of Section A of this Article, a
shareholder shall not have the right to dissent from any plan of merger in which
there is a single surviving or new domestic or foreign corporation, or from any
plan of exchange, if (1) the shares held by the shareholder are part of a class
shares of which are listed on a national securities exchange, or are held of
record by not less than 2,000 holders, on the record date fixed to determine the
shareholders entitled to vote on the plan of merger or the plan of exchange, and
(2) the shareholder is not required by the terms of the plan of merger or the
plan of exchange to accept for his shares any consideration other than (a)
shares of a corporation that, immediately after the effective time of the merger
or exchange, will be part of a class or series of shares of which are (i)
listed, or authorized for listing upon official notice of issuance, on a
national securities exchange, or (ii) held of record by not less than 2,000
holders, and (b) cash in lieu of fractional shares otherwise entitled to be
received.
Art. 5.12. Procedure for Dissent by Shareholders as to Said Corporate Actions
A. Any shareholder of any domestic corporation who has the right to
dissent from any of the corporate actions referred to in Article 5.11 of this
Act may exercise that right to dissent only by complying with the following
procedures:
(1)(a) With respect to proposed corporate action that is submitted to
a vote of shareholders at a meeting, the shareholder shall file with the
corporation, prior to the meeting, a written objection to the action, setting
out that the shareholder's right to dissent will be exercised if the action is
effective and giving the shareholder's address, to which notice thereof
Page ____ of ____.
- 50 -
shall be delivered or mailed in that event. If the action is effected and the
shareholder shall not have voted in favor of the action, the corporation, in the
case of action other than a merger, or the surviving or new corporation (foreign
or domestic) or other entity that is liable to discharge the shareholder's right
of dissent, in the case of a merger, shall, within ten (10) days after the
action is effected, deliver or mail to the shareholder written notice that the
action has been effected, and the shareholder may, within ten (10) days from the
delivery or mailing of the notice, make written demand on the existing,
surviving, or new corporation (foreign or domestic) or other entity, as the case
may be, for payment of the fair value of the shareholder's shares. The fair
value of the shares shall be the value thereof as of the day immediately
preceding the meeting, excluding any appreciation or depreciation in
anticipation of the proposed action. The demand shall state the number and class
of the shares owned by the shareholder and the fair value of the shares as
estimated by the shareholder. Any shareholder failing to make demand within the
ten (10) day period shall be bound by the action.
(b) With respect to proposed corporate action that is approved
pursuant to Section A of Article 9.10 of this Act, the corporation, in the case
of action other than a merger, and the surviving or new corporation (foreign or
domestic) or other entity that is liable to discharge the shareholder's right of
dissent, in the case of a merger, shall, within ten (10) days after the date the
action is effected, mail to each shareholder of record as of the effective date
of the action notice of the fact and date of the action and that the shareholder
may exercise the shareholder's right to dissent from the action. The notice
shall be accompanied by a copy of this Article and any articles or documents
filed by the corporation with the Secretary of State to effect the action. If
the shareholder shall not have consented to the taking of the action, the
shareholder may, within twenty (20) days after the mailing of the notice, make
written demand on the existing, surviving, or new corporation (foreign or
domestic) or other entity, as the case may be, for payment of the fair value of
the shareholder's shares. The fair value of the shares shall be the value
thereof as of the date the written consent authorizing the action was delivered
to the corporation pursuant to Section A of Article 9.10 of this Act, excluding
any appreciation or depreciation in anticipation of the action. The demand shall
state the number and class of shares owned by the dissenting shareholder and the
fair value of the shares as estimated by the shareholder. Any shareholder
failing to make demand within the twenty (20) day period shall be bound by the
action.
(2) Within twenty (20) days after receipt by the existing, surviving,
or new corporation (foreign or domestic) or other entity, as the case may be, of
a demand for payment made by a dissenting shareholder in accordance with
Subsection (1) of this Section, the corporation (foreign or domestic) or other
entity shall deliver or mail to the shareholder a written notice that shall
either set out that the corporation (foreign or domestic) or other entity
accepts the amount claimed in the demand and agrees to pay that amount within
ninety (90) days after the date on which the action was effected, and, in the
case of shares represented by certificates, upon the surrender of the
certificates duly endorsed, or shall contain an estimate by the corporation
(foreign or domestic) or other entity of the fair value of the shares, together
with an offer to pay the amount of that estimate within ninety (90) days after
the date on which the action was effected, upon receipt of notice within sixty
(60) days after that date from the shareholder that the shareholder agrees to
accept that amount and, in the case of shares represented by certificates, upon
the surrender of the certificates duly endorsed.
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- 51 -
(3) If, within sixty (60) days after the date on which the corporate
action was effected, the value of the shares is agreed upon between the
shareholder and the existing, surviving, or new corporation (foreign or
domestic) or other e entity, as the case may be, payment for the shares shall be
made within ninety (90) days after the date on which the action was effected
and, in the case of shares represented by certificates, upon surrender of the
certificates duly endorsed. Upon payment of the agreed value, the shareholder
shall cease to have any interest in the shares or in the corporation.
B. If, within the period of sixty (60) days after the date on which
the corporate action was effected, the shareholder and the existing, surviving,
or new corporation (foreign or domestic) or other entity, as the case may be, do
not so agree, then the shareholder or the corporation (foreign or domestic) or
other entity may, within sixty (60) days after the expiration of the sixty (60)
day period, file a petition in any court of competent jurisdiction in the county
in which the principal office of the domestic corporation is located, asking for
a finding and determination of the fair value of the shareholder's shares. Upon
the filing of any such petition by the shareholder, service of a copy thereof
shall be made upon the corporation (foreign or domestic) or other entity, which
shall, within ten (10) days after service, file in the office of the clerk of
the court in which the petition was filed a list containing the names and
addresses of all shareholders of the domestic corporation who have demanded
payment for their shares and with whom agreements as to the value of their
shares have not been reached by the corporation (foreign or domestic) or other
entity. If the petition shall be filed by the corporation (foreign or domestic)
or other entity, the petition shall be accompanied by such a list. The clerk of
the court shall give notice of the time and place fixed for the hearing of the
petition by registered mail to the corporation (foreign or domestic) or other
entity and to the shareholders named on the list at the addresses therein
stated. The forms of the notices by mail shall be approved by the court. All
shareholders thus notified and the corporation (foreign or domestic) or other
entity shall thereafter be bound by the final judgment of the court.
C. After the hearing of the petition, the court shall determine the
shareholders who have complied with the provisions of this Article and have
become entitled to the valuation of and payment for their shares, and shall
appoint one or more qualified appraisers to determine that value. The appraisers
shall have power to examine any of the books and records of the corporation the
shares of which they are charged with the duty of valuing, and they shall make a
determination of the fair value of the shares upon such investigation as to them
may seem proper. The appraisers shall also afford a reasonable opportunity to
the parties interested to submit to them pertinent evidence as to the value of
the shares. The appraisers shall also have such power and authority as may be
conferred on Masters in Chancery by the Rules of Civil Procedure or by the order
of their appointment.
D. The appraisers shall determine the fair value of the shares of the
shareholders adjudged by the court to be entitled to payment for their shares
and shall file their report of that value in the office of the clerk of the
court. Notice of the filing of the report shall be given by the clerk to the
parties in interest. The report shall be subject to exceptions to be heard
before the court both upon the law and the facts. The court shall by its
judgment determine the fair value of the shares of the shareholders entitled to
payment for their shares and shall direct the payment of that value by the
existing, surviving, or new corporation (foreign or domestic) or
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- 52 -
other entity, together with interest thereon, beginning 91 days after the date
on which the applicable corporate action from which the shareholder elected to
dissent was effected to the date of such judgment, to the shareholders entitled
to payment. The judgment shall be payable to the holders of uncertificated
shares immediately but to the holders of shares represented by certificates only
upon, and simultaneously with, the surrender to the existing, surviving, or new
corporation (foreign or domestic) or other entity, as the case may be, of duly
endorsed certificates for those shares. Upon payment of the judgment, the
dissenting shareholders shall cease to have any interest in those shares or in
the corporation. The court shall allow the appraisers a reasonable fee as court
costs, and all court costs shall be allotted between the parties in the manner
that the court determines to be fair and equitable.
E. Shares acquired by the existing, surviving, or new corporation
(foreign or domestic) or other entity, as the case may be, pursuant to the
payment of the agreed value of the shares or pursuant to payment of the judgment
entered for the value of the shares, as in this Article provided, shall, in the
case of a merger, be treated as provided in the plan of merger and, in all other
cases, may be held and disposed of by the corporation as in the case of other
treasury shares.
F. The provisions of this Article shall not apply to a merger if, on
the date of the filing of the articles of merger, the surviving corporation is
the owner of all the outstanding shares of the other corporations, domestic or
foreign, that are parties to the merger.
G. In the absence of fraud in the transaction, the remedy provided by
this Article to a shareholder objecting to any corporate action referred to in
Article 5.11 of this Act is the exclusive remedy for the recovery of the value
of his shares or money damages to the shareholder with respect to the action. If
the existing, surviving, or new corporation (foreign or domestic) or other
entity, as the case may be, complies with the requirements of this Article, any
shareholder who fails to comply with the requirements of this Article shall not
be entitled to bring suit for the recovery of the value of his shares or money
damages to the shareholder with respect to the action.
Art. 5.13. Provisions Affecting Remedies of Dissenting Shareholders
A. Any shareholder who has demanded payment for his shares in
accordance with either Article 5.12 or 5.16 of this Act shall not thereafter be
entitled to vote or exercise any other rights of a shareholder except the right
to receive payment for his shares pursuant to the provisions of those articles
and the right to maintain an appropriate action to obtain relief on the ground
that the corporate action would be or was fraudulent, and the respective shares
for which payment has been demanded shall not thereafter be considered
outstanding for the purposes of any subsequent vote of shareholders.
B. Upon receiving a demand for payment from any dissenting
shareholder, the corporation shall make an appropriate notation thereof in its
shareholder records. Within twenty (20) days after demanding payment for his
shares in accordance with either Article 5.12 or 5.16 of this Act, each holder
of certificates representing shares so demanding payment shall submit such
certificates to the corporation for notation thereon that such demand has been
made. The
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- 53 -
failure of holders of certificated shares to do so shall, at the option of the
corporation, terminate such shareholder's rights under Articles 5.12 and 5.16 of
this Act unless a court of competent jurisdiction for good and sufficient cause
shown shall otherwise direct. If uncertificated shares for which payment has
been demanded or shares represented by a certificate on which notation has been
so made shall be transferred, any new certificate issued therefor shall bear
similar notation together with the name of the original dissenting holder of
such shares and a transferee of such shares shall acquire by such transfer no
rights in the corporation other than those which the original dissenting
shareholder had after making demand for payment of the fair value thereof.
C. Any shareholder who has demanded payment for his shares in
accordance with either Article 5.12 or 5.16 of this Act may withdraw such demand
at any time before payment for his shares or before any petition has been filed
pursuant to Article 5.12 or 5.16 of this Act asking for a finding and
determination of the fair value of such shares, but no such demand may be
withdrawn after such payment has been made or, unless the corporation shall
consent thereto, after any such petition has been filed. If, however, such
demand shall be withdrawn as hereinbefore provided, or if pursuant to Section B
of this Article the corporation shall terminate the shareholder's rights under
Article 5.12 or 5.16 of this Act, as the case may be, or if no petition asking
for a finding and determination of fair value of such shares by a court shall
have been filed within the time provided in Article 5.12 or 5.16 of this Act, as
the case may be, or if after the hearing of a petition filed pursuant to Article
5.12 or 5.16, the court shall determine that such shareholder is not entitled to
the relief provided by those articles, then, in any such case, such shareholder
and all persons claiming under him shall be conclusively presumed to have
approved and ratified the corporate action from which he dissented and shall be
bound thereby, the right of such shareholder to be paid the fair value of his
shares shall cease, and his status as a shareholder shall be restored without
prejudice to any corporate proceedings which may have been taken during the
interim, and such shareholder shall be entitled to receive any dividends or
other distributions made to shareholders in the interim.
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- 54 -
EXHIBIT C
Agreement and Plan of Merger Among BOK Financial Corporation, BOK
Merger Corporation Number Five and Park Cities Bancshares, Inc. dated
October 3, 1996 (Filed herewith).
EXHIBIT D
Trust Indenture For BOK Notes Payable To Electing Shareholders of Park Cities
(Filed herewith)
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- 55 -
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
--------------------------------------
Item 20. Indemnification of Directors and Officers
-----------------------------------------
The Oklahoma Business Corporation Act and Article VI of the Bylaws of BOK
Financial provided BOK Financial with broad powers and authority to indemify its
directors and officers and directors and officers of its subsidiaries and to
purchase and maintain insurance for such purposes. Pursuant to such statutory
and Bylaw provisions, BOK Financial has purchased insurance against certain
costs of indemnification of its officers and directors and officers and
directors of its subsidiaries.
Item 21. Exhibits and Financial Statement Schedules.
------------------------------------------
(a) Exhibits.
Exhibit # Description of Exhibit
- --------- ----------------------
3.0 The Articles of Incorporation of BOK Financial are incorporated by
reference to (i) Amended and Restated Certificate of Incorporation of
BOK Financial 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 are incorporated by reference to Exhibit 3.1
of S-1 Registration Statement No. 33-90450.
4.0 Instruments defining the rights of security holders, including
debentures.
4.1 The rights of the holders of the Common Stock and Preferred Stock of
BOK Financial are set forth in its Certificate of Incorporation.
4.2 Form of BOKF Notes Payable to Electing Shareholders of Park Cities
is Exhibit A to Agreement and Plan of Merger dated October 3, 1996
(Exhibit 10.23 hereto).
4.3 Trust Indenture for BOKF Notes Payable to Electing Shareholders of
Park Cities (Filed herewith).
5.0 Opinion of Frederic Dorwart dated November 13, 1996 (Filed herewith).
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Part II - 1
10.0 Purchase and Sale Agreement dated October 25, 1990, among BOK
Financial, Kaiser, and the FDIC, incorporated by reference to Exhibit
2.0 of S-1 Registration Statement No. 33-90450.
10.1 Amendment to Purchase and Sale Agreement effective March 29, 1991,
among BOK Financial, Kaiser, and the FDIC, incorporated by reference
to Exhibit 2.2 of S-1 Registration Statement No. 33-90450.
10.2 Letter agreement dated April 12, 1991, among BOK Financial,
Kaiser, and the FDIC, incorporated by reference to Exhibit 2.3 of
S-1 Registration Statement No. 33-90450.
10.3 Second Amendment to Purchase and Sale Agreement effective April 15,
1991, among BOK Financial, Kaiser, and the FDIC, incorporated by
reference to Exhibit 2.4 of S-1 Registration Statement No. 33-90450.
10.4 Employment agreements.
10.4(a) Employment Agreement between BOk and Stanley A. Lybarger,
incorporated by reference to Exhibit 10.4(a) of Form 10-K for the
fiscal year ended December 31, 1991.
10.5 Director indemnification agreement dated June 30, 1987, between BOk
and Kaiser incorporated by reference to Exhibit 10.5 of S-1
Registration Statement No. 33-90450. Substantially similar director
indemnification agreements were executed between BOk and the
following:
Date of Agreement
James E. Barnes June 30, 1987
William H. Bell June 30, 1987
James S. Boese June 30, 1987
Dennis L. Brand June 30, 1987
Chester E. Cadieux June 30, 1987
William B. Cleary June 30, 1987
Glenn A. Cox June 30, 1987
William E. Durrett June 30, 1987
Leonard J. Eaton, Jr. June 30, 1987
William B. Fader December 5, 1990
Gregory J. Flanagan June 30, 1987
Jerry L. Goodman June 30, 1987
David A. Hentschel July 7, 1987
Philip N. Hughes July 8, 1987
Thomas J. Hughes, III June 30, 1987
William G. Kerr June 30, 1987
Philip C. Lauinger, Jr. June 30, 1987
Stanley A. Lybarger December 5, 1990
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Part II - 2
Patricia McGee Maino June 30, 1987
Robert L. Parker, Sr. June 30, 1987
James A. Robinson June 30, 1987
William P. Swiech June 30, 1987
10.6 Capitalization and Stock Purchase Agreement dated May 20, 1991,
between BOK Financial and Kaiser, incorporated by reference to
Exhibit 10.6 of S-1 Registration Statement No. 33-90450.
10.7 BOK Financial Corporation 1991 Special Stock Option Plan,
incorporated by reference to Exhibit 4.0 of S-8 Registration
Statement No. 33-44122.
10.7.1 BOK Financial Corporation 1992 Stock Option Plan, incorporated by
reference to Exhibit 4.0 of S-8 Registration Statement No. 33-55312.
10.7.2 BOK Financial Corporation 1993 Stock Option Plan, incorporated by
reference to Exhibit 4.0 of S-8 Registration Statement No. 33-70102.
10.7.3 BOK Financial Corporation 1994 Stock Option Plan, incorporated by
reference to Exhibit 4.0 of S-8 Registration Statement No. 33-79834.
10.7.4 BOK Financial Corporation 1994 Stock Option Plan (Typographical
Error Corrected January 16, 1995), incorporated by reference to
Exhibit 10.7.4 of Form 10-K for the fiscal year ended December 31,
1994.
10.7.5 BOK Financial Corporation Directors' Stock Compensation Plan,
incorporated by reference to Exhibit 4.0 of S-8 Registration
Statement No. 33-79836.
10.7.6 Bank of Oklahoma Thrift Plan (Amended and Restated Effective as of
January 1, 1995), incorporated by reference to Exhibit 10.7.6 of
Form 10-K for the year ended December 31, 1994.
10.7.7 Trust Agreement for Bank of Oklahoma Thrift Plan (December 20,
1994), incorporated by reference to Exhibit 10.7.7 of Form 10-K
for the year ended December 31, 1994.
10.8 Lease Agreement between One Williams Center Co. and National Bank of
Tulsa (predecessor to BOk) dated June 18, 1974, incorporated by
reference to Exhibit 10.9 of S-1 Registration Statement No. 33-90450.
10.9 Lease Agreement between Security Capital Real Estate Fund and BOk
dated January 1, 1988, incorporated by reference to Exhibit 10.10 of
S-1 Registration Statement No. 33-90450.
10.10 Asset Purchase Agreement (OREO and other assets) between BOk and
Phi-Lea-Em Corporation dated April 30, 1991, incorporated by
reference to Exhibit 10.11 of S-1 Registration Statement No.
33-90450.
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Part II - 3
10.11 Asset Purchase Agreement (Tanker Assets) between BOk and Green
River Exploration Company dated April 30, 1991, incorporated by
reference to Exhibit 10.12 of S-1 Registration Statement No.
33-90450.
10.12 Asset Purchase Agreement (Recovery Rights) between BOk and Kaiser
dated April 30, 1991, incorporated by reference to Exhibit 10.13 of
S-1 Registration Statement No. 33-90450.
10.13 Purchase and Assumption Agreement dated A 7, 1992 among First
Gibraltar Bank, FSB, Fourth Financial Corporation and BOk, as
amended, incorporated by reference to Exhibit 10.14 of Form 10-K
for the fiscal year ended December 31, 1992.
10.13.1 Allocation Agreement dated A 7, 1992 between BOk and Fourth Financial
Corporation, incorporated by reference to Exhibit 10.14.1 of Form 10-
K for the fiscal year ended December 31, 1992.
10.14 Merger Agreement among BOK Financial, BOKF Merger Corporation
Number Two, Brookside Bancshares, Inc., The Shareholders of
Brookside Bancshares, Inc. and Brookside State Bank dated December
22, 1992, as amended, incorporated by reference to Exhibit 10.15
of Form 10-K for the fiscal year ended December 31, 1992.
10.14.1 Agreement to Merge between BOk and Brookside State Bank dated
January 27, 1993, incorporated by reference to Exhibit 10.15.1 of
Form 10-K for the fiscal year ended December 31, 1992.
10.15 Merger Agreement among BOK Financial, BOKF Merger Corporation
Number Three, Sand Springs Bancshares, Inc., The Shareholders of
Sand Springs Bancshares, Inc. and Sand Springs State Bank dated
December 22, 1992, as amended, incorporated by reference to
Exhibit 10.16 of Form 10-K for the fiscal year ended December 31,
1992.
10.15.1 Agreement to Merge between BOk and Sand Springs State Bank dated
January 27, 1993, incorporated by reference to Exhibit 10.16.1 of
Form 10-K for the fiscal year ended December 31, 1992.
10.16 Partnership Agreement between Kaiser-Francis Oil Company and BOK
Financial dated December 1, 1992, incorporated by reference to
Exhibit 10.16 of Form 10-K for the fiscal year ended December 31,
1993.
10.16.1 Amendment to Partnership Agreement between Kaiser-Francis Oil
Company and BOK Financial dated May 17, 1993, incorporated by
reference to Exhibit 10.16.1 of Form 10-K for the fiscal year
ended December 31, 1993.
10.17 Purchase and Assumption Agreement between BOk and FDIC, Receiver
of Heartland Federal Savings and Loan Association dated October 9,
1993, incorporated by
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Part II - 4
reference to Exhibit 10.17 of Form 10-K for the fiscal year ended
December 31, 1993.
10.18 Merger Agreement among BOk, Plaza National Bank and The
Shareholders of Plaza National Bank dated December 20, 1993,
incorporated by reference to Exhibit 10.18 of Form 10-K for the
fiscal year ended December 31, 1993.
10.18.1 Amendment to Merger Agreement among BOk, Plaza National Bank and
The Shareholders of Plaza National Bank dated January 14, 1994,
incorporated by reference to Exhibit 10.18.1 of Form 10-K for the
fiscal year ended December 31, 1993.
10.19 Stock Purchase Agreement between Texas Commerce Bank, National
Association and BOk dated March 11, 1994, incorporated by
reference to Exhibit 10.19 of Form 10-K for the fiscal year ended
December 31, 1993.
10.20 Merger Agreement Among BOK Financial Corporation, BOKF Merger
Corporation Number Four, Citizens Holding, The Shareholders of
Citizens Holding, Citizens Bank and Trust of Muskogee and Citizens
Bank of Northwest Arkansas, effective as of May 11, 1994,
incorporated by reference to Exhibit 10.20 of Form 10-K for fiscal
year ended December 31, 1994.
10.21 Merger Agreement Among Northwest Bank of Enid, Bank of Oklahoma,
National Association, and The Shareholders of Northwest Bank of
Enid, effective as of May 16, 1994, incorporated by reference to
Exhibit 10.21 of Form 10-K for fiscal year ended December 31,
1994.
10.22 Agreement to Merge Citizens Bank into Bank of Oklahoma, National
Association, dated July 18, 1994, incorporated by reference to
Exhibit 10.22 of Form S-4 Registration Statement No. 33-82812.
10.23 Agreement and Plan of Merger Among BOK Financial Corporation, BOK
Merger Corporation Number Five and Park Cities Bancshares, Inc. dated
October 3, 1996 (Filed herewith).
11.0 Statement regarding the computation of per share earnings,
incorporated by reference to Exhibit 11.0 of Form 10-K for the
fiscal year ended December 31, 1995.
13.0 Annual Report to Shareholders for the fiscal year ended December
31, 1995, incorporated by reference to Exhibit 13.0 of Form 10-K
for the fiscal year ended December 31, 1995. The report, except
for those portions thereof which were expressly incorporated by
reference in the filing, was furnished for the information of the
Commission and was not deemed to be "filed" as part of the Annual
Report on Form 10-K.
13.1 BOKF Financial Annual Report on Form 10-K for the fiscal year ended
December 31, 1995 (Filed herewith).
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Part II - 5
13.2 Quarterly Report on Form 10-Q for the fiscal quarter ended September
30, 1996 filed with the Commission on November 13, 1996, incorporated
by reference.
21.0 Subsidiaries of BOK Financial, incorporated by reference to Exhibit
21.0 of Form 10-K for the fiscal year ended December 31, 1995.
23.0 Consent of Independent Auditors.
23.1 Consent of Independent Auditors - Ernst & Young, LLP (Filed
herewith).
23.2 Consent of Independent Auditors - Coopers & Lybrand, L.L.P. (Filed
herewith).
99.0 Additional Exhibits.
99.1 Undertakings incorporated by reference into S-8 Registration
Statement No. 33-44121 for the 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 the 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 the 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.
(b) Financial Statement Schedules.
All schedules either are not applicable or the information
required thereby is included in the financial statements or notes
thereto.
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Part II - 6
Item 22. Undertakings.
------------
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 Securities and Exchange
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 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.
The 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; and,
(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.
(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.
(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.
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Part II - 7
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 November 13, 1996.
BOK FINANCIAL CORPORATION
By /s/ Stanley A. Lybarger
--------------------------------------------
Stanley A. Lybarger, Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement or Amendment 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 November 13, 1996
George B. Kaiser of BOK Financial
Corporation
/s/ Stanley A. Lybarger,
- ----------------------------------- President, Chief Executive November 13, 1996
Stanley A. Lybarger Officer, and Director of
BOK Financial Corporation
/s/ James A. White
- ----------------------------------- Executive Vice President, November 13, 1996
James A. White Chief Financial Officer,
and Treasurer of BOK
Financial Corporation
/s/ John C. Morrow
- ----------------------------------- Controller of BOK November 13, 1996
John C. Morrow Financial Corporation
/s/ W. Wayne Allen
- ------------------------------------ Director of BOK Financial November 13, 1996
W. Wayne Allen Corporation
/s/ Keith E. Bailey
- ------------------------------------ Director of BOK Financial November 13, 1996
Keith E. Bailey Corporation
/s/ James E. Barnes
- ------------------------------------ Director of BOK Financial November 13, 1996
James E. Barnes Corporation
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Part II - 8
/s/ Sharon J. Bell
- ------------------------------------ Director of BOK Financial November 13, 1996
Sharon J. Bell Corporation
/s/ Larry W. Brummett
- ------------------------------------ Director of BOK Financial November 13, 1996
Larry W. Brummett Corporation
/s/ Glenn A. Cox
- ------------------------------------ Director of BOK Financial November 13, 1996
Glenn A. Cox Corporation
- ------------------------------------ Director of BOK Financial November 13, 1996
Ralph C. Cunningham Corporation
/s/ Nancy J. Davies
- ------------------------------------ Director of BOK Financial November 13, 1996
Nancy J. Davies Corporation
/s/ Robert H. Donaldson
- ------------------------------------ Director of BOK Financial November 13, 1996
Robert H. Donaldson Corporation
/s/ William E. Durrett
- ------------------------------------ Director of BOK Financial November 13, 1996
William E. Durrett Corporation
- ------------------------------------ Director of BOK Financial November 13, 1996
James O. Goodwin Corporation
/s/ V. Burns Hargis
- ------------------------------------ Director of BOK Financial November 13, 1996
V. Burns Hargis Corporation
/s/ Thomas J. Hughes, III
- ------------------------------------ Director of BOK Financial November 13, 1996
Thomas J. Hughes, III Corporation
/s/ E. Carey Joullian, IV
- ------------------------------------ Director of BOK Financial November 13, 1996
E. Carey Joullian, IV Corporation
/s/ Robert J. LaFortune
- ------------------------------------ Director of BOK Financial November 13, 1996
Robert J. LaFortune Corporation
/s/ Philip C. Lauinger
- ------------------------------------ Director of BOK Financial November 13, 1996
Philip C. Lauinger Corporation
/s/ David R. Lopez
- ------------------------------------ Director of BOK Financial November 13, 1996
David R. Lopez Corporation
/s/ Frank A. McPherson
- ------------------------------------ Director of BOK Financial November 13, 1996
Frank A. McPherson Corporation
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Part II - 9
/s/ Robert L. Parker, Sr. Director of BOK Financial November 13, 1996
- ------------------------------------ Corporation
Robert L. Parker, Sr.
/s/ James W. Pielsticker Director of BOK Financial November 13, 1996
- ------------------------------------ Corporation
James W. Pielsticker
/s/ James A. Robinson Director of BOK Financial November 13, 1996
- ------------------------------------ Corporation
James A. Robinson
/s/ L. Frnacis Rooney Director of BOK Financial November 13, 1996
- ------------------------------------ Corporation
L. Francis Rooney
/s/ Robert L. Zemanek Director of BOK Financial November 13, 1996
- ------------------------------------ Corporation
Robert L. Zemanek
POWER OF ATTORNEY
Each person whose signature appears below hereby authorizes Stanley A.
Lybarger 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. Lybarger or Mr. White deems appropriate, and each such person
hereby appoints Mr. Lybarger 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 November 13, 1996
- ----------------------------------- of BOK Financial
George B. Kaiser Corporation
/s/ Stanley A. Lybarger President, Chief Executive November 13, 1996
- ----------------------------------- Officer, and Director of
Stanley A. Lybarger BOK Financial Corporation
/s/ James A. White Executive Vice President, November 13, 1996
- ----------------------------------- Chief Financial Officer,
James A. White and Treasurer of BOK
Financial Corporation
/s/ John C. Morrow Controller of BOK November 13, 1996
- ----------------------------------- Financial Corporation
John C. Morrow
Page ____ of ____.
Part II - 10
/s/ W. Wayne Allen Director of BOK Financial November 13, 1996
- ------------------------------------ Corporation
W. Wayne Allen
/s/ Keith E. Bailey Director of BOK Financial November 13, 1996
- ------------------------------------ Corporation
Keith E. Bailey
/s/ James E. Barnes Director of BOK Financial November 13, 1996
- ----------------------------------- Corporation
James E. Barnes
/s/ Sharon J. Bell Director of BOK Financial November 13, 1996
- ------------------------------------ Corporation
Sharon J. Bell
/s/ Larry W. Brummett Director of BOK Financial November 13, 1996
- ------------------------------------ Corporation
Larry W. Brummett
/s/ Glenn A. Cox Director of BOK Financial November 13, 1996
- ----------------------------------- Corporation
Glenn A. Cox
/s/ Ralph C. Cunningham Director of BOK Financial November 13, 1996
- ----------------------------------- Corporation
Ralph C. Cunningham
/s/ Nancy J. Davies Director of BOK Financial November 13, 1996
- ----------------------------------- Corporation
Nancy J. Davies
/s/ Robert H. Donaldson Director of BOK Financial November 13, 1996
- ----------------------------------- Corporation
Robert H. Donaldson
/s/ William E. Durrett Director of BOK Financial November 13, 1996
- ----------------------------------- Corporation
William E. Durrett
Director of BOK Financial November 13, 1996
- ----------------------------------- Corporation
James O. Goodwin
/s/ V. Burns Hargis Director of BOK Financial November 13, 1996
- ------------------------------------ Corporation
V. Burns Hargis
/s/ Thomas J. Hughes, III Director of BOK Financial November 13, 1996
- ------------------------------------ Corporation
Thomas J. Hughes, III
/s/ E. Carey Joullian, IV Director of BOK Financial November 13, 1996
- ------------------------------------ Corporation
E. Carey Joullian, IV
/s/ Robert J. LaFortune Director of BOK Financial November 13, 1996
- ------------------------------------ Corporation
Robert J. LaFortune
Page ---- of ----.
Part II - 11
/s/ Philip C. Lauinger Director of BOK Financial November 13, 1996
- ------------------------------------ Corporation
Philip C. Lauinger
/s/ David R. Lopez Director of BOK Financial November 13, 1996
- ------------------------------------ Corporation
David R. Lopez
/s/ Frank A. McPherson Director of BOK Financial November 13, 1996
- ------------------------------------ Corporation
Frank A. McPherson
/s/ Robert L. Parker, Sr. Director of BOK Financial November 13, 1996
- ------------------------------------ Corporation
Robert L. Parker, Sr.
/s/ James W. Pielsticker Director of BOK Financial November 13, 1996
- ------------------------------------ Corporation
James W. Pielsticker
/s/ James A. Robinson Director of BOK Financial November 13, 1996
- ------------------------------------ Corporation
James A. Robinson
/s/ L. Francis Rooney Director of BOK Financial November 13, 1996
- ------------------------------------ Corporation
L. Francis Rooney
/s/ Robert L. Zemanek Director of BOK Financial November 13, 1996
- ------------------------------------ Corporation
Robert L. Zemanek
BOK-S-4.2
Page ---- of ----.
Part II - 12
Index To Financial Statements of Park Cities
--------------------------------------------
Park Cities Bancshares, Inc. and Subsidiaries
Consolidated Balance Sheets (Unaudited) September 30, 1996 and December 31, 1995.............................. F-2
Consolidated Income Statements (Unaudited) Quarter Ended September 30, 1996
and 1995 and Nine Months Ended September 30, 1996 and 1995.................................................... F-3
Consolidated Statements of Cash Flows (Unaudited) for the Nine Months
Ended September 30, 1996 and 1995........................................................................... F-4,5
Consolidated Statements of Shareholders' Equity for the Nine Months
Ended September 30, 1996 (Unaudited).......................................................................... F-6
Notes to Consolidated Financial Statements (Unaudited)........................................................ F-7
Reports of Independent Accountants............................................................................ F-8
Consolidated Balance Sheets December 31, 1995 and 1994..................................................... F-9,10
Consolidated Statements of Income for the years ended
December 31, 1995, 1994, and 1993............................................................................ F-11
Consolidated Statements of Shareholders' Equity for the years ended
December 31, 1995, 1994, and 1993............................................................................ F-12
Consolidated Statements of Cash Flows for the years ended
December 31, 1995, 1994, and 1993......................................................................... F-13,14
Notes to Consolidated Financial Statements............................................................F-15 thru 29
Page ____ of ____.
F-1
PARK CITIES BANCSHARES, INC.
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 1996 AND DECEMBER 31, 1995
(UNAUDITED)
ASSETS 1996 1995
---- ----
Cash and due from banks $16,096,229 $16,189,242
Federal funds sold 9,000,000 36,000,000
Interest - bearing deposits 500,000 0
Held to maturity securities 57,698,287 44,129,908
Available for sale securities 42,392,752 39,543,536
Loans 75,973,027 71,351,181
Reserve for possible loan losses (876,229) (834,931)
---------------------------
Net loans 75,096,798 70,516,250
Bank premises and equipment 3,440,570 3,530,178
Accrued interest receivable 1,704,794 1,649,744
Other assets 339,171 352,882
----------------------------
Total assets $206,268,601 $211,911,740
============================
LIABILITIES AND SHAREHOLDERS' EQUITY
Demand deposits $56,675,836 $54,163,303
Interest-bearing demand deposits 64,309,822 70,504,641
Savings deposits 4,847,136 4,945,784
Other time deposits 61,363,602 65,421,255
----------------------------
Total deposits 187,196,396 195,034,983
Securities sold under agreements to repurchase 380,000 460,000
Accrued interest payable 357,212 406,299
Other liabilities 479,392 473,541
Minority interest in consolidated subsidiary 13,096 11,402
Shareholders' equity:
Common stock, $5 par value, 2,000,000 shares
authorized; 958,015 and 869,594 shares issued
at September 30, 1996 and December 31, 1995 4,790,075 4,347,970
Additional paid-in capital 2,834,868 2,804,965
Retained earnings 10,650,541 8,724,154
Unrealized gain on available for sale securities 39,542 120,947
Less treasury stock, at cost; 36,667 shares at
September 30, 1996 and December 31, 1995 (472,521) (472,521)
----------------------------
Total shareholders' equity 17,842,505 15,525,515
----------------------------
Total liabilities and shareholders' equity $206,268,601 $211,911,740
============================
See accompanying notes to consolidated financial statements.
F-2
PARK CITIES BANCSHARES, INC.
CONSOLIDATED INCOME STATEMENTS
(UNAUDITED)
QUARTER ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
1996 1995 1996 1995
---- ---- ---- ----
Interest income:
Loans $1,668,992 $1,616,108 $4,926,173 $4,528,516
Securities 1,469,441 1,203,929 4,585,530 4,013,630
Federal funds sold and other 245,369 157,978 870,489 455,032
-------------------------------------------------------
Total interest income 3,383,802 2,978,015 10,382,192 8,997,178
-------------------------------------------------------
Interest expense:
Savings and demand deposits 388,669 433,605 1,214,502 1,353,382
Time deposits and other 796,552 621,753 2,759,265 2,117,096
-------------------------------------------------------
Total interest expense 1,185,221 1,055,358 3,973,767 3,470,478
-------------------------------------------------------
Net interest income 2,198,581 1,922,657 6,408,425 5,526,700
Provision for possible loan losses 0 0 40,000 10,000
-------------------------------------------------------
Net interest income after provision
for possible loan losses 2,198,581 1,922,657 6,368,425 5,516,700
Noninterest income:
Service charges 210,070 190,404 647,834 607,346
Net gain (loss) on sale of securities (15,079) (10,087) (15,079) (5,975)
Other income 34,751 33,492 102,933 104,318
-------------------------------------------------------
Total noninterest income 229,742 213,809 735,688 705,689
Noninterest expense:
Salaries and employee benefits 665,570 626,740 1,996,865 1,870,273
Net occupancy expense 115,780 105,444 348,784 306,172
Equipment expense 66,526 48,486 177,320 158,663
Data processing expense 84,799 84,443 266,948 254,166
Regulatory assessments 16,066 3,631 47,697 222,646
Other expense 207,978 245,078 682,169 752,551
Minority interest share of income 622 518 1,754 1,352
-------------------------------------------------------
Total noninterest expense 1,157,341 1,114,340 3,521,537 3,565,823
Income before income tax 1,270,982 1,022,126 3,582,576 2,656,566
Provision for federal income tax 439,340 351,000 1,236,740 912,900
-------------------------------------------------------
Net income $ 831,642 $ 671,126 $2,345,836 $1,743,666
=======================================================
Net income per share $ 0.78 $ 0.64 $ 2.21 $ 1.67
=======================================================
See accompanying notes to consolidated financial statements.
F-3
PARK CITIES BANCSHARES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
(UNAUDITED)
1996 1995
---- ----
Operating activities:
Net income $ 2,345,836 $ 1,743,666
Adjustments to reconcile net income to net cash provided
by operating activities:
Provision for possible loan losses 40,000 10,000
Depreciation and amortization 168,719 155,834
Amortization of security premiums 478,920 483,717
Accretion of security discounts (784,859) (744,851)
Net loss on sale of securities 15,079 5,975
Increase in accrued interest receivable (55,050) (124,107)
Decrease in other assets 55,647 58,925
Increase (decrease) in accrued interest payable (49,087) 29,262
Increase in other liabilities 7,545 18,628
-------------------------
Net cash provided by operating activities 2,222,750 1,637,049
-------------------------
Investing activities:
Net decrease in federal funds sold 27,000,000 13,000,000
Purchase of interest-bearing deposits (500,000) 0
Purchases of securities (80,120,090) (23,610,321)
Proceeds from maturities of securities 58,857,045 33,569,843
Proceeds from sales of securities 5,012,969 6,293,659
Net increase in loans (4,620,548) (6,867,546)
Net purchases of bank premises and equipment (79,111) (286,503)
-------------------------
Net cash provided by investing activities 5,550,265 22,099,132
-------------------------
Financing activities:
Net decrease in demand and savings deposits (3,780,934) (17,332,032)
Net decrease in other time deposits (4,057,653) (11,968,089)
Net decrease in securities sold under
agreements to repurchase (80,000) (2,170,000)
Dividends paid (1,199) (1,640)
Stock sold through exercise of options 53,758 0
-------------------------
Net cash used in financing activities (7,866,028) (31,471,761)
-------------------------
Decrease in cash and due from banks (93,013) (7,735,580)
Cash and due from banks, beginning of period 16,189,242 18,213,914
-------------------------
Cash and due from banks, end of period $16,096,229 $10,478,334
=========================
See accompanying notes to consolidated financial statements.
F-4
PARK CITIES BANCSHARES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
(UNAUDITED)
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest $ 4,022,854 $ 3,441,216
Income taxes 1,195,000 925,000
Increase (decrease) of unrealized gain (loss) on
available for sale securities (81,405) 742,500
Shares of common stock issued as a 10% stock dividend 83,650 75,463
See accompanying notes to consolidated financial statements.
F-5
PARK CITIES BANCSHARES, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
FOR THE YEAR ENDED DECEMBER 31, 1995 AND NINE MONTHS ENDED SEPTEMBER 30,1996
(UNAUDITED)
NET UNREALIZED
GAIN (LOSS) ON
AVAILABLE
COMMON STOCK ADDITIONAL FOR
PAID-IN RETAINED SALE TREASURY
SHARES AMOUNT CAPITAL EARNINGS SECURITIES STOCK TOTAL
------ ------ ------- -------- ---------- ----- -----
Balance January 1, 1995 792,205 $3,961,025 2,799,545 6,791,218 (819,591) (472,521) $12,259,676
Net income 2,308,141 2,308,141
Adjustment to minority interest in
subsidiary 3,750 3,750
10% stock dividend, including cash
paid for fractional shares 75,463 377,315 (378,955) (1,640)
Sale of stock through exercise of
stock options 1,926 9,630 5,420 15,050
Change in unrealized gain (loss) on
available for sale securities 940,538 940,538
---------------------------------------------------------------------------------
Balance December 31, 1995 869,594 4,347,970 2,804,965 8,724,154 120,947 (472,521) 15,525,515
Net income 2,345,836 2,345,836
10% stock dividend, including cash
paid for fractional shares 83,650 418,250 (419,449) (1,199)
Sale of stock through exercise of
stock options 4,771 23,855 29,903 53,758
Change in unrealized gain (loss) on
available for sale securities (81,405) (81,405)
---------------------------------------------------------------------------------
Balance September 30, 1996 958,015 $4,790,075 2,834,868 10,650,541 39,542 (472,521) $17,842,505
================================================================================
See accompanying notes to consolidated financial statements.
F-6
PARK CITIES BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. UNAUDITED FINANCIAL STATEMENTS
------------------------------
The financial statements for the nine months ended September 30, 1996
and 1995 are unaudited; however, in the opinion of management all
adjustments necessary for fair presentation of results for the interim
periods have been included. All adjustments made were of a normal
recurring nature. The interim results for the nine months ended
September 30, 1996 are not necessarily indicative of the results for
the full year.
The financial statements do not include all of the disclosures normally
required by generally accepted accounting principles as were contained
in the annual report previously prepared for the year ended December
31, 1995.
2. NET INCOME PER SHARE
--------------------
Net income per share is computed using the weighted average number of
shares and common share equivalents outstanding during each period. The
effect of stock options issued, which are considered common share
equivalents, on the average number of shares outstanding is determined
by the treasury stock method. The average number of shares outstanding
has been restated for the effects of the stock dividends.
Shares used to compute per share amounts were 1,066,424 and 1,063,721
for the three and nine months ended September 30, 1996, respectively,
and were 1,042,033 for the periods ended September 30, 1995.
F-7
[COOPERS & LYBRAND L.L.P. LETTERHEAD APPEARS HERE]
Report of Independent Accountants
To the Shareholders and Board of Directors
Park Cities Bancshares, Inc.
Dallas, Texas
We have audited the accompanying consolidated balance sheets of Park Cities
Bancshares, Inc. and its subsidiaries as of December 31, 1995 and 1994, and the
related consolidated statements of income, shareholders' equity, and cash flows
for each of the three years in the period ended December 31, 1995. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Park Cities
Bancshares, Inc. and its subsidiaries as of December 31, 1995 and 1994, and the
consolidated results of their operations and their cash flows for each of the
three years in the period ended December 31, 1995 in conformity with generally
accepted accounting principles.
/s/ COOPERS & LYBRAND L.L.P.
Dallas, Texas
March 8, 1996
F-8
PARK CITIES BANCSHARES, INC.
CONSOLIDATED BALANCE SHEETS
December 31, 1995 and 1994
ASSETS 1995 1994
------------ ------------
Cash and due from banks $ 16,189,242 $ 18,213,914
Federal funds sold 36,000,000 23,000,000
Held to maturity securities (Note 2) 44,129,908 63,303,658
Available for sale securities (Note 2) 39,543,536 34,728,729
Loans:
Commercial 20,599,574 18,459,666
Installment 1,223,198 1,164,685
Real estate, construction 2,275,981 1,575,432
Real estate, mortgage and other 47,245,463 41,832,076
Other 141,256 68,007
------------ ------------
71,485,472 63,099,866
Unearned income (134,291) (127,060)
------------ ------------
71,351,181 62,972,806
Reserve for possible loan losses
(Note 3) (834,931) (793,969)
------------ ------------
Net loans 70,516,250 62,178,837
Bank premises and equipment (Note 4) 3,530,178 3,410,177
Accrued interest receivable 1,649,744 1,463,489
Other assets 352,882 881,941
------------ ------------
Total assets $211,911,740 $207,180,745
============ ============
The accompanying notes are an integral part of the consolidated
financial statements.
F-9
PARK CITIES BANCSHARES, INC.
CONSOLIDATED BALANCE SHEETS, Continued
December 31, 1995 and 1994
LIABILITIES AND SHAREHOLDERS' EQUITY 1995 1994
------------ ------------
Demand deposits $ 54,163,303 $ 53,742,575
Interest-bearing demand deposits 70,504,641 72,467,004
Savings deposits 4,945,784 5,723,663
Other time deposits (Note 5) 65,421,255 58,345,816
------------ ------------
Total deposits 195,034,983 190,279,058
Securities sold under agreements to repurchase 460,000 2,490,000
Accrued interest payable 406,299 295,771
Other liabilities 473,541 518,002
Minority interest in consolidated subsidiary
(Notes 1 and 11) 11,402 13,238
Convertible subordinated notes (Note 12) 1,325,000
Commitments and contingencies (Notes 8 and 15)
Shareholders' equity (Notes 9, 11 and 12):
Common stock, $5 par value,
2,000,000 shares authorized;
869,594 and 792,205 shares
issued at December 31, 1995
and 1994 4,347,970 3,961,025
Additional paid-in capital 2,804,965 2,799,545
Retained earnings 8,724,154 6,791,218
Unrealized gain (loss) on available for
sale securities 120,947 (819,591)
Less treasury stock, at cost;
36,667 shares at December 31, 1995
and 1994 (472,521) (472,521)
------------ ------------
Total shareholders' equity 15,525,515 12,259,676
------------ ------------
Total liabilities and shareholders'
equity $211,911,740 $207,180,745
============ ============
The accompanying notes are an integral part of the consolidated
financial statements.
F-10
PARK CITIES BANCSHARES, INC.
CONSOLIDATED STATEMENTS OF INCOME
for the years ended December 31, 1995, 1994 and 1993
1995 1994 1993
----------- ---------- ----------
Interest income:
Loans $ 6,194,496 $4,815,297 $4,352,237
Securities 5,155,275 4,115,555 3,835,389
Federal funds sold 772,785 538,441 586,424
----------- ---------- ----------
Total interest income 12,122,556 9,469,293 8,774,050
----------- ---------- ----------
Interest expense:
Savings deposits and interest-bearing
demand deposits 1,799,486 1,579,421 1,530,254
Other time deposits and
interest-bearing liabilities 2,791,273 1,683,378 1,626,114
----------- ---------- ----------
Total interest expense 4,590,759 3,262,799 3,156,368
----------- ---------- ----------
Net interest income 7,531,797 6,206,494 5,617,682
Provision for possible loan losses 10,000 (90,000)
----------- ---------- ----------
Net interest income after
provision for possible
loan losses 7,521,797 6,296,494 5,617,682
----------- ---------- ----------
Noninterest income:
Service charges 797,555 835,228 850,422
Net gain (loss) on sale of securities (5,975) (74,021) 276,574
Other income 129,424 110,020 95,946
----------- ---------- ----------
Total noninterest income 921,004 871,227 1,222,942
----------- ---------- ----------
Noninterest expense:
Salaries and employee benefits 2,696,834 2,426,551 2,273,647
Net occupancy expense 404,615 323,403 249,844
Equipment expense 216,024 190,715 161,263
Data processing expense 347,338 316,615 330,855
Regulatory assessments 252,065 392,986 372,356
Other expense 1,000,760 752,531 762,807
Minority interest share of income 1,824 1,417 1,415
----------- ---------- ----------
Total noninterest expense 4,919,460 4,404,218 4,152,187
----------- ---------- ----------
Income before income tax 3,523,341 2,763,503 2,688,437
Provision for federal income tax 1,215,200 948,200 875,973
----------- ---------- ----------
Net income $ 2,308,141 $1,815,303 $1,812,464
=========== ========== ==========
Net income per common share $ 2.42 $ 1.95 $ 1.97
=========== ========== ==========
Weighed average common shares
outstanding 952,714 929,196 919,815
=========== ========== ==========
The accompanying notes are an integral part of the
consolidated financial statements.
F-11
PARK CITIES BANCSHARES, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
for the years ended December 31, 1995, 1994 and 1993
Net Unrealized
Common Stock Additional Gain (Loss) on
----------------------- Paid-In Retained Available for Treasury
Shares Amount Capital Earnings Sale Securities Stock Total
------- ---------- ---------- ---------- ---------------- ----------- -----------
Balance, January 1, 1993 659,951 $3,299,755 $2,778,295 $3,812,483 $(450,311 $ 9,440,222
Net income 1,812,464 1,812,464
Minority interest in
subsidiary due to
exchange 1,200 6,000 6,000 8,311 20,311
10% stock dividend,
including cash paid for
fractional shares 62,445 312,225 (312,904) (679)
Purchase of treasury
stock (3,435 shares) (54,960) (54,960)
Sale of treasury
stock (3,000 shares) 15,250 32,750 48,000
------- ---------- ---------- ---------- --------- -----------
Balance, December 31, 1993 723,596 3,617,980 2,799,545 5,320,354 (472,521) 11,265,358
Net income 1,815,303 1,815,303
Adjustment to beginning
balance due to change in
accounting principle
(net of tax) $139,069 139,069
10% stock dividend,
including cash paid for
fractional shares 68,609 343,045 (344,439) (1,394)
Change in unrealized loss
on available for sale
securities (net of tax) (958,660) (958,660)
------- ---------- ---------- ---------- --------- --------- -----------
Balance, December 31, 1994 792,205 3,961,025 2,799,545 6,791,218 (819,591) (472,521) 12,259,676
Net income 2,308,141 2,308,141
Adjustment to 3,750 3,750
minority interest in
subsidiary
10% stock dividend,
including cash paid for
fractional shares 75,463 377,315 (378,955) (1,640)
Sale of stock through
exercise of stock
options 1,926 9,630 5,420 15,050
Change in unrealized gain
(loss) on available for
sale securities
(net of tax) 940,538 940,538
------- ---------- ---------- ---------- -------- --------- -----------
Balance, December 31, 1995 869,594 $4,347,970 $2,804,965 $8,724,154 $120,947 $(472,521) $15,525,515
======= ========== ========== ========== ======== ========= ===========
The accompanying notes are an integral part of the
consolidated financial statements.
F-12
PARK CITIES BANCSHARES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
for the years ended December 31, 1995, 1994 and 1993
Increase (Decrease) in Cash and Cash Equivalents
1995 1994 1993
----------- ------------ ------------
Operating activities:
Net income $ 2,308,141 $ 1,815,303 $ 1,812,464
Adjustments to reconcile net
income to net cash provided by
operating activities:
Provision for possible loan losses 10,000 (90,000)
Depreciation and amortization 209,375 162,178 137,422
Amortization of security premiums 636,053 722,067 598,424
Accretion of security discounts (838,038) (171,805) (32,638)
Premium paid on note redemption 66,250 2,500
Net loss (gain) on sale of investment
securities 5,975 74,021 (276,574)
Increase in accrued interest receivable (186,255) (252,423) (125,586)
Decrease (increase) in other assets 44,493 (5,862) 56,215
Increase (decrease) in accrued interest
payable 110,528 85,009 (42,962)
Decrease in other liabilities (42,637) (14,784) (7,387)
----------- ------------ ------------
Net cash provided by operating activities 2,323,885 2,326,204 2,119,378
----------- ------------ ------------
Investing activities:
Net (increase) decrease in federal funds sold (13,000,000) (5,400,000) 6,900,000
Purchases of held to maturity securities (32,479,520) (39,043,665)
Proceeds from maturities of held to maturity
securities 39,818,759 15,697,155
Purchases of available for sale securities (997,960) (14,233,976)
Proceeds from maturities of available for sale
securities 8,619,180 836,655
Proceeds from sales of available for sale
securities 1,019,688 12,616,719
Purchases of investment securities (39,421,201)
Proceeds from maturities of investment
securities 18,775,149
Proceeds from sales of investment securities 10,393,731
Net increase in loans (8,347,413) (2,770,222) (6,167,331)
Net purchases of bank premises and equipment (329,376) (1,597,169) (2,968)
----------- ------------ ------------
Net cash used in investing activities (5,696,642) (33,894,503) (9,522,620)
----------- ------------ ------------
Financing activities:
Net increase (decrease) in demand and savings
deposits (2,319,514) 21,367,187 10,110,843
Net increase (decrease) in other time deposits 7,075,439 16,431,606 (9,702,845)
Net (decrease) increase in securities sold
under agreements to repurchase (2,030,000) 1,080,000 1,090,000
Proceeds from sale of treasury stock 48,000
Treasury stock purchased (54,960)
Redemption of convertible subordinated notes (1,391,250) (52,500)
Dividends paid (1,640) (1,394) (679)
Stock sold through exercise of options 15,050
----------- ------------ ------------
Net cash provided by financing activities 1,348,085 38,824,899 1,490,359
----------- ------------ ------------
(Decrease) increase in cash and due from banks (2,024,672) 7,256,600 (5,912,883)
Cash and due from banks, beginning of year 18,213,914 10,957,314 16,870,197
----------- ------------ ------------
Cash and due from banks, end of year $16,189,242 $ 18,213,914 $ 10,957,314
=========== ============ ============
The accompanying notes are an integral part of the
consolidated financial statements.
F-13
PARK CITIES BANCSHARES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS, Continued
for the years ended December 31, 1995, 1994 and 1993
Increase (Decrease) in Cash and Cash Equivalents
1995 1994 1993
----------- ---------- ----------
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest $ 4,480,231 $3,177,790 $3,199,330
Income taxes 1,300,000 984,549 795,000
Supplemental disclosures of noncash investing and
financing activities:
Increase (decrease), net of tax of unrealized
gain (loss) on available for sale securities 940,538 (819,591)
Transfer of securities held to maturity to
available for sale 12,478,793
Bancshares issued 75,463, 68,609 and 62,445 shares of its common stock as a 10%
stock dividend for the years ended December 31, 1995, 1994 and 1993,
respectively.
The accompanying notes are an integral part of the consolidated financial
statements.
F-14
PARK CITIES BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Summary of Significant Accounting Policies:
------------------------------------------
Organization and Basis of Presentation
--------------------------------------
The consolidated financial statements include the accounts of Park Cities
Bancshares, Inc. ("Bancshares") and its wholly-owned subsidiary, Park
Cities Corporation and its majority-owned subsidiary, First National Bank
of Park Cities ("the Bank"). Bancshares and its subsidiaries are
collectively referred to as the Company. All significant intercompany
accounts have been eliminated.
The Company operates two branches within the Park Cities community.
Revenues are derived primarily from commercial and residential loans to
customers and interest on securities.
The preparation of these consolidated financial statements in conformity
with generally accepted accounting principles requires the use of
management's estimates. These estimates are subjective in nature and
involve matters of judgment. Actual amounts could differ from these
estimates.
Bank Premises and Equipment
---------------------------
Bank premises, including leasehold improvements and equipment, are stated
at cost less accumulated depreciation and amortization. Major renewals and
betterments are capitalized; maintenance and repairs, which do not improve
or extend the life of the respective assets, are charged to income. Gains
and losses on sales and retirements of bank premises and equipment are
reflected in current operations.
Depreciation and amortization for financial reporting purposes is computed
based on the estimated useful lives of the assets using the straight-line
method.
Loans
-----
The provision for possible loan losses is based on management's estimate of
the amount required to maintain an allowance adequate to reflect the risks
in the loan portfolio. In determining the provision for possible loan
losses, consideration is given to existing economic conditions, the
Company's loss experience in relation to outstanding loans, changes in the
loan portfolio, borrowers' performance in reducing loan principal, adequacy
of loan collateral as applicable and other relevant factors. The Company
considers the reserve for possible loan losses adequate to cover losses
inherent in loans, commercial and real estate loan commitments and standby
letters of credit outstanding.
F-15
PARK CITIES BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
Interest on loans is credited to income in the period in which it is earned
based upon the principal amount outstanding. The accrual of interest is
discontinued and any accrued and unpaid interest is reversed generally when
the loan becomes delinquent greater than 90 days. Any such interest
ultimately collected is credited to income in the period received.
In May 1993, the Financial Accounting Standards Board ("FASB") issued
Statement of Financing Accounting Standards No. 114, "Accounting by
Creditors for Impairment of a Loan." The statement requires that impaired
loans within the scope of this statement be measured based on the present
value of expected future cash flows. The present value may be determined by
discounting the expected future cash flows at the loan's effective rate or
valued at the loan's observable market price or valued at the fair value of
the collateral if the loan is collateral dependent. This pronouncement was
adopted effective January 1, 1995 and did not produce a material effect on
the financial statements.
Other Real Estate Owned
-----------------------
Real estate acquired in the settlement of loans is recorded at the lower of
the loan balance at foreclosure or fair value less estimated selling costs.
When the property is acquired, any excess of the loan balance over fair
value of the property less estimated selling cost is charged to the reserve
for possible loan losses. Costs directly related to the development or
improvement of real estate acquired in settlement of loans are capitalized.
Costs of holding real estate acquired in settlement of loans, principally
taxes, are expensed as incurred.
Valuations are periodically performed by management and a valuation
allowance is established by a charge to operations if the carrying value of
a property exceeds its estimated fair value less estimated selling costs.
Installment Loans
-----------------
Unearned interest income on installment loans is recognized as income using
the sum-of-the-months'-digits method, which provides an approximate level
rate of return on the outstanding principal balance.
F-16
PARK CITIES BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
Income Tax
----------
The Company follows the provisions of Statement of Financial Accounting
Standards No. 109 ("SFAS 109"), "Accounting for Income Taxes," which
requires recognition of deferred tax liabilities and assets for the
expected future tax consequences of temporary differences between tax basis
and financial reporting basis. Under this method, deferred tax liabilities
and assets are determined based on the difference between the financial
statement and tax bases of assets and liabilities using current enacted tax
rates (see Note 6).
Securities
----------
Effective January 1, 1994, the Company adopted the provisions of Statement
of Financial Accounting Standards No. 115, "Accounting for Certain
Investments in Debt and Equity Securities" ("SFAS 115"). In accordance with
SFAS 115, prior period financial statements were not restated to reflect
the change in accounting principle. Upon adoption, the balance of
shareholders' equity increased by $139,069 (net of $71,641 in deferred
income taxes) to reflect the net unrealized gains on securities classified
as available for sale that were previously classified as held for
investment and carried at amortized cost.
The Company follows the requirements of SFAS 115, classifying and
accounting for debt and equity securities as follows:
Held to Maturity. Debt securities that management has the positive
intent and ability to hold until maturity are classified as held to
maturity and are carried at their remaining unpaid principal balance,
net of unamortized premiums or unaccreted discounts. Premiums are
amortized and discounts are accreted using the level interest yield
method over the estimated remaining term of the underlying security.
Available for Sale. Debt and equity securities that will be held for
indefinite periods of time, including securities that may be sold in
response to changes in market interest or prepayment rates, needs for
liquidity and changes in the availability of and the yield of
alternative investments are classified as available for sale. These
assets are carried at market value. Market value is determined using
published quotes as of the close of business. Unrealized gains and
losses are excluded from earnings and reported net of tax as a separate
component of shareholders' equity until realized.
F-17
PARK CITIES BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
Prior to the adoption of SFAS 115, investment securities were stated at
cost, adjusted for amortization of premiums and accretion of discounts on a
level yield basis.
Gains and losses on sales of securities are recognized in the year of sale
based on the specific identification method.
Statement of Cash Flows
-----------------------
For purposes of reporting cash flows, cash and cash equivalents include
cash on hand and amounts due from banks.
Reserve Balances
----------------
Under regulations of the Federal Reserve Board, First National Bank of Park
Cities is required to maintain average reserve balances with the Federal
Reserve Bank based on a percentage of deposits. The required reserve
balances as of December 31, 1995 and 1994 were $2,000,000 and $1,275,000,
respectively.
2. SECURITIES:
-----------
The amortized cost and estimated market value of securities as of December
31, 1995 and 1994 are as follows:
Gross Gross
Amortized Unrealized Unrealized Aggregate
Cost Gains Losses Fair Value
----------- ---------- ---------- -----------
1995
----
Held to maturity securities:
U.S. Treasury $11,986,796 $ 96,109 $ 31,457 $12,051,448
U.S. Government agencies 32,143,112 141,870 119,028 32,165,954
----------- -------- -------- -----------
$44,129,908 $237,979 $150,485 $44,217,402
=========== ======== ======== ===========
Available for sale securities:
U.S. Treasury $38,217,689 $249,805 $101,975 $38,365,519
U.S. Government agencies 925,257 35,560 960,817
Other 217,200 217,200
----------- -------- -------- -----------
$39,360,146 $285,365 $101,975 $39,543,536
=========== ======== ======== ===========
F-18
PARK CITIES BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
Gross Gross
Amortized Unrealized Unrealized Aggregate
Cost Gains Losses Fair Value
----------- ---------- ---------- -----------
1994
----
Held to maturity securities:
U.S. Treasury $20,563,212 $ 851,649 $19,711,563
U.S. Government agencies 42,740,446 $ 12,073 1,701,314 41,051,205
----------- -------- ---------- -----------
$63,303,658 $ 12,073 $2,552,963 $60,762,768
=========== ======== ========== ===========
Available for sale securities:
U.S. Treasury $32,234,975 $1,271,537 $30,963,438
U.S. Government agencies 3,518,358 $ 30,601 868 3,548,091
Other 217,200 217,200
----------- -------- ---------- -----------
$35,970,533 $ 30,601 $1,272,405 $34,728,729
=========== ======== ========== ===========
Interest income recognized on securities for the years ended December 31,
1995, 1994 and 1993 is as follows:
Interest Income
----------------------------------------
1995 1994 1993
------------ ------------ ------------
U.S. Treasury $ 3,076,983 $ 2,576,898 $ 2,276,720
U.S. Government agencies 2,065,430 1,526,221 1,546,237
Other 12,862 12,436 12,432
------------ ------------ ------------
$ 5,155,275 $ 4,115,555 $ 3,835,389
============ ============ ============
The amortized cost and estimated market value of securities at December 31,
1995, by contractual maturity, are shown below. Expected maturities may
differ from contractual maturities because borrowers may have the right to
call or prepay obligations with or without call or prepayment penalties.
Aggregate
Amortized Cost Fair Value
-------------- -----------
Held to maturity securities:
Due in one year or less $ 7,819,784 $ 7,800,450
Due after one year through five years 13,056,456 13,120,197
----------- ----------
20,876,240 20,920,647
Mortgage-backed securities 23,253,668 23,296,755
----------- ----------
$44,129,908 $44,217,402
=========== ===========
F-19
PARK CITIES BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
Aggregate
Amortized Cost Fair Value
-------------- -----------
Available for sale securities:
Due in one year or less $20,664,149 $20,626,893
Due after one year through five years 17,553,540 17,738,626
Due after ten years 217,200 217,200
----------- ----------
38,434,889 38,582,719
Mortgage-backed securities 925,257 960,817
----------- ----------
$39,360,146 $39,543,536
=========== ===========
Proceeds from sales of available for sale securities during 1995 were
$1,019,688. Gross losses of $10,085 and gross gains of $4,110 were realized
on those sales.
In December 1995, the Company utilized a one time opportunity to transfer
securities from the held to maturity portfolio to the available for sale
portfolio as permitted by the FASB's implementation guide to SFAS 115. The
Company transferred securities with a book value of $12,478,793. The
securities transferred had unrealized gains in the amount of $191,578.
Securities having an aggregate carrying value of $34,766,412 and
$36,175,403 as of December 31, 1995 and 1994, respectively, were pledged to
collateralize public deposits as required by law.
3. Reserve for Possible Loan Losses:
--------------------------------
An analysis of the reserve for possible loan losses for the years ended
December 31, 1995, 1994 and 1993 is as follows:
1995 1994 1993
---------- ---------- ----------
Balance, beginning of year $ 793,969 $ 823,690 $ 725,490
Provision charged to
(benefiting) operations 10,000 (90,000)
Losses charged to reserve (2,754) (4,349) (64,055)
Recoveries on loans
charged off 33,716 64,628 162,255
---------- ---------- ----------
Balance, end of year $ 834,931 $ 793,969 $ 823,690
========== ========== ==========
There were $72,290, $256,750 and $308,530 of loans as to which interest
income was not being accrued as of December 31, 1995, 1994 and 1993,
respectively. If these loans had been accruing interest throughout the
entire year, related income would have been increased by $5,178, $9,023 and
$18,865 in 1995, 1994 and 1993, respectively.
F-20
PARK CITIES BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
4. Bank Premises and Equipment:
---------------------------
Bank premises and equipment as of December 31, 1995 and 1994 consisted of:
Accumulated
Depreciation
1995 Asset Cost and Amortization Net
---- ------------ ---------------- ----------
Land $1,798,391 $1,798,391
Building 1,282,168 $ 342,919 939,249
Vehicles 59,069 15,335 43,734
Furniture and equipment 1,218,538 843,287 375,251
Leasehold improvements 641,622 268,069 373,553
---------- ---------- ----------
$4,999,788 $1,469,610 $3,530,178
========== ========== ==========
1994
----
Land $1,798,391 $1,798,391
Building 1,228,356 $ 305,737 922,619
Vehicles 40,588 33,631 6,957
Furniture and equipment 1,006,097 745,633 260,464
Leasehold improvements 624,944 203,198 421,746
---------- ---------- ----------
$4,698,376 $1,288,199 $3,410,177
========== ========== ==========
Depreciation and amortizati---on expense was $209,375, $162,178 and
$137,422 for the years ended December 31, 1995, 1994 and 1993,
respectively.
5. Time Deposits:
-------------
Time certificates of deposit of $100,000 or more totaled $45,459,123,
$39,367,293 and $22,252,930 at December 31, 1995, 1994 and 1993,
respectively. Interest expense related to these certificates of deposit
totaled $1,773,723, $886,275 and $833,788 for the years ended December 31,
1995, 1994 and 1993, respectively.
F-21
PARK CITIES BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
6. Provision for Federal Income Tax:
--------------------------------
The provisions for federal income tax for the years ended December 31,
1995, 1994 and 1993 are as follows:
1995 1994 1993
---------- -------- --------
Current $1,202,185 $946,051 $887,752
Deferred 13,015 2,149 (11,779)
---------- -------- --------
$1,215,200 $948,200 $875,973
========== ======== ========
The provision for deferred income tax results from changes in the amounts
of deferred tax liabilities and assets arising from the expected future tax
consequences of temporary differences between the tax basis and financial
reporting basis of assets and liabilities. The principal sources of these
differences relate to the provision for possible loan losses, depreciation,
deferred compensation and the unrealized gain or loss on available for sale
securities.
The gross deferred tax liability and asset at December 31, 1995 are $99,324
and $223,631, respectively. There is no valuation allowance related to the
deferred tax asset. The Company had a current tax receivable of $39,236 as
of December 31, 1995 and a current tax liability of $122,651 as of December
31, 1994.
The Company's effective tax rate for the years ended December 31, 1995,
1994 and 1993 was 34.5%, 34.3% and 32.6%, respectively. This rate differs
from the federal statutory tax rate of 34.0% principally due to the tax
treatment of company owned life insurance policies and other miscellaneous
items.
Deferred tax assets and liabilities at December 31, 1995, 1994, and 1993
consisted of the following:
Deferred tax assets 1995 1994 1993
---- ---- ----
Loan loss reserve $ 111,390 $ 107,990 $ 138,590
Bank premises and equipment 65,249 69,212 84,224
Unrealized loss on investment securities - 422,213 -
Accrued liabilities and other 46,992 118,509 68,137
------------------------------------
223,631 717,924 290,951
------------------------------------
Deferred tax liabilities
Unrealized gain on investment securities (62,353) - -
Miscellaneous (36,971) (31,964) (27,204)
------------------------------------
(99,324) (31,964) (27,204)
------------------------------------
------------------------------------
Net deferred tax asset $ 124,307 $ 685,960 $ 263,747
====================================
F-22
PARK CITIES BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
7. Related Party Transactions:
--------------------------
Total loan activity to directors and shareholders owning more than 5% of
the common stock of the Company, entities in which executive officers and
directors are involved, and affiliated and other indirectly related
entities for the years ended December 31, 1995 and 1994 is as follows:
December 31,
------------------------
1995 1994
----------- -----------
Beginning balance of loans $ 5,158,809 $ 4,311,090
Additional loans 1,199,000 2,340,019
Payments (1,851,024) (1,492,300)
----------- -----------
Ending balance of loans $ 4,506,785 $ 5,158,809
=========== ===========
Payments to directors for directors' fees amounted to $127,600, $129,600
and $130,200 for the years ended December 31, 1995, 1994 and 1993,
respectively.
8. Commitments and Contingencies:
-----------------------------
The Company leases its Hillcrest location under a ten-year lease agreement
expiring in December 1999. The monthly rental on this location was $6,500
for the years ended December 31, 1994 and 1993. Effective January 1, 1995,
the monthly rental increased to $7,250 for the remaining lease period.
In December 1994, the Company entered into a ten-year lease for a new
operations center in a building next to the Hillcrest location. The lease
provides for monthly payments of $4,920 for the period from February 1,
1994 through January 31, 1995. The monthly rental increases by an
adjustment based on the Consumer Price Index each February 1 thereafter.
In December 1995, the Company entered into a five-year lease for a building
to be used for future expansion next to the operations center. The lease
provides for monthly payments of $5,867 through November 30, 2000.
F-23
PARK CITIES BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
Minimum future lease payments over the term of the aforementioned leases
are as follows:
Amount
----------
1996 $ 219,468
1997 219,599
1998 219,599
1999 219,599
2000 126,732
Thereafter 191,779
----------
$1,196,776
==========
Total rent expense was $153,368, $132,120 and $78,000 for each of the years
ended December 31, 1995, 1994 and 1993, respectively.
9. Stock Options:
-------------
The Company maintains a Nonqualified Stock Option Plan ("the Plan"). At
inception, the Plan authorized the grant of options for a maximum aggregate
of 200,000 shares of the Company's common stock to employees, officers and
directors of the Company. The Plan also calls for the number of authorized
options to increase in proportion to any increase in the number of
outstanding common shares resulting from the issuance of stock dividends.
This provision has resulted in an increase in the number of authorized
options to 292,820 as of December 31, 1994. The Plan is administered by the
Board of Directors and continues in effect for a term of ten years. All
options granted under the Plan become exercisable in the amounts and at the
intervals specified by the Board at the time of grant. Options outstanding
have been restated to reflect the 10% stock dividends declared on June 30,
1993, 1994 and 1995.
F-24
PARK CITIES BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
Activity in the Plan for the three years ended December 31, 1995 is as
follows:
Shares Option Price
------- -----------------
Outstanding, January 1, 1993 177,424 $ 6.21 - $ 10.52
Granted 30,588 $ 13.23
--------
Outstanding, December 31, 1993 208,012 $ 6.21 - $ 13.23
Granted 44,327 $ 13.23 - $ 15.45
--------
Outstanding, December 31, 1994 252,339 $ 6.21 - $ 15.45
Granted 3,325 $ 17.00
Exercised (1,926) $ 6.52 - $ 13.23
Expired (3,035) $ 6.21 - $ 15.45
--------
Outstanding, December 31, 1995 250,703 $ 6.21 - $ 17.00
========
Of the options outstanding at December 31, 1995, options to purchase
212,582 shares are currently exercisable. The remaining options are
exercisable in increments of 20% each year beginning six months from the
date of grant. All options expire ten years from the date of grant and
those currently outstanding expire from 1997 to 2005. Common shares
authorized and unissued have been reserved for the 322,102 shares subject
to the Plan.
10. Profit Sharing Plan:
-------------------
On January 1, 1993 the Company implemented a voluntary 401(k) Profit
Sharing Plan. Generally, employees may voluntarily contribute up to 15% of
their pre-tax salary to the plan. The Company has elected to make
discretionary matching contributions equal to a percentage of the
employee's contribution. The percentage match is determined by the Company
each year and was 50% up to 4% of each employee's salary during 1993, 1994
and 1995. Employees vest in the plan ratably over five years after one year
of service. The charge to expense in connection with the Company's matching
contributions was $49,178, $47,333 and $37,000 for the years ended December
31, 1995, 1994 and 1993, respectively.
11. Minority Interest:
-----------------
Minority interest in subsidiaries includes the minority common stock
shareholders' proportionate share in the common stock equity of the Bank.
F-25
PARK CITIES BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
12. Convertible Subordinated Notes:
------------------------------
Bancshares issued $1,125,000 of convertible subordinated promissory notes
on July 1, 1991 and $250,000 in January 1992. The notes were due to mature
July 1, 2003 and paid interest quarterly at prime plus 3/4%. The notes were
convertible into 111.14 shares of Bancshares' common stock for each $1,000
of note principal. Bancshares could redeem all or part of the notes at any
time by paying 105% of the principal plus accrued interest. Bancshares
redeemed $50,000 of the notes during 1994 and the remaining $1,325,000 in
December 1995.
13. Stock Dividend and Earnings per Share:
-------------------------------------
On June 30, 1995, 1994 and 1993, Bancshares issued a 10% stock dividend to
holders of its common stock resulting in 75,463, 68,609 and 62,445
additional common shares, respectively. Cash totaling $1,640, $1,394 and
$679 was paid in lieu of issuing fractional shares.
All per share data has been adjusted to reflect the effect of the stock
dividends. The amounts of the shares outstanding for purposes of earnings
per share calculations are as follows:
1995 1994 1993
---- ---- ----
weighted average shares outstanding 831,141 831,091 831,120
assumed stock options exercise 121,573 98,105 88,695
------- ------- -------
952,714 929,196 919,815
------- ------- -------
------- ------- -------
14. Regulatory Matters:
------------------
The minimum qualifying total risk based capital ratio required by the
Bank's regulatory authorities is 8%, of which at least 4% must consist of
Tier 1 capital. As of December 31, 1995 the Bank's risk-adjusted capital
adequacy ratio was 22.8% of which 21.6% consisted of Tier 1 capital.
At December 31, 1995, the Bank's shareholders' equity includes
approximately $3,809,593 of undistributed earnings of the Bank which may be
distributed, only upon express consent of the Bank's regulators.
15. Financial Instruments With Off-Balance-Sheet Risks:
--------------------------------------------------
In the normal course of business the Company is a party to financial
instruments with off-balance-sheet risk to meet the financing needs of its
customers. These financial instruments include commitments to extend credit
and standby letters of credit, which are conditional commitments issued by
the Company to guarantee the performance of a customer to a third party.
The instruments involve, to varying degrees, elements of credit risk and
interest rate risk in excess of the amount recognized in the financial
statements.
F-26
PARK CITIES BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
The Company's exposure to credit loss in the event of nonperformance by the
other party to the financial instrument for loan commitments and standby
letters of credit is represented by the contractual amount of those
instruments. The Company uses the same credit standards in making
commitments and conditional obligations as it does for on-balance-sheet
instruments. The Company has no significant concentrations of credit risk
with any individual counterparty to originate loans.
The total contract amounts of financial instruments with off-balance-sheet
risk are as follows:
December 31,
-------------------------
1995 1994
-------------------------
Loan commitments (unfunded) $10,936,063 $8,950,642
Standby letters of credit $ 821,705 $1,177,771
Commercial letters of credit $ 132,000
Since many of the letters of credit and loan commitments may expire without
being drawn upon, the total contract amount does not necessarily represent
future cash requirements. Loan commitments were made at prevailing market
rates of interest, generally tied to the Company's base rate of interest as
it changes from time to time, and expire on various dates through 1998. The
Company evaluates each customer's creditworthiness on a case-by-case basis.
The amount of collateral obtained, if deemed necessary by the Company, upon
extension of credit, is based on management's credit evaluation of the
counterparty. Collateral held varies but may include property, plant and
equipment, accounts receivable and commercial real estate.
16. Concentration of Credit Risk:
----------------------------
The Company grants commercial and residential loans to customers primarily
in its market area, which is made up of University Park, Highland Park and
the surrounding communities. Although the Company has a diversified loan
portfolio, its debtors' ability to honor their contracts is substantially
affected by the general economic conditions of the region.
F-27
PARK CITIES BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
17. Fair Value of Financial Instruments:
-----------------------------------
Statement of Financial Accounting Standards No. 107, "Disclosures About
Fair Value of Financial Instruments," requires disclosure of fair value
information about financial instruments, whether or not recognized in the
balance sheet, for which it is practicable to estimate that value. In cases
where quoted market prices are not available, fair values are based on
estimates using present value or other estimation techniques. Those
techniques are significantly affected by the assumptions used, including
the discount rate and estimates of future cash flows. Such techniques and
assumptions, as they apply to individual categories of the Company's
financial instruments, are as follows:
. Cash and federal funds sold: The carrying amounts for cash, due from
banks, and federal funds sold is a reasonable estimate of those
assets' fair value.
. Securities, including mortgage-backed securities: Fair values for
these securities are based on quoted market prices, where available.
If quoted market prices are not available, fair values are based on
quoted market prices for similar securities.
. Loans: For adjustable rate loans that reprice frequently and with no
significant change in credit risk, the carrying amounts are a
reasonable estimate of fair value. The fair value of other types of
loans is estimated by discounting the future cash flows using the
current rates at which similar loans would be made to borrowers with
similar credit ratings and for the same remaining maturities.
. Deposit liabilities: The fair value of demand deposits, savings
accounts, and money market deposits is the amount on demand at the
reporting date, that is, the carrying value. Fair value for
certificates of deposits are estimated using a discounted cash flow
calculation that applies interest rates currently being offered for
deposits of similar remaining maturities.
. Securities sold under agreements to repurchase: Securities sold under
agreements to repurchase generally have an original term to maturity
of less than thirty days and thus are considered short-term
borrowings. Consequently, their carrying value is a reasonable
estimate of fair value.
. Convertible subordinated notes: Because the convertible subordinated
notes are adjustable rate, the carrying amount is a reasonable
estimate of fair value.
F-28
PARK CITIES BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
. Letters of credit: The fair value of letters of credit is estimated
using the fees currently charged to enter into similar agreements,
taking into account the remaining terms of the agreements and the
present creditworthiness of the counterparties.
The following table presents the Company's financial assets, liabilities
and unrecognized financial instruments at both their respective carrying
amount and fair value as of December 31, 1995 and 1994:
1995 1994
------------------------ ------------------------
Carrying Carrying
Assets Amount Fair Value Amount Fair Value
------ ----------- ----------- ----------- -----------
Cash and due from banks $16,189,242 $16,189,242 $18,213,914 $18,213,914
Federal funds sold 36,000,000 36,000,000 23,000,000 23,000,000
Held to maturity securities 44,129,908 44,217,402 63,303,658 60,762,768
Available for sale securities 39,543,536 39,543,536 34,728,729 34,728,729
Loans, net 70,516,250 70,417,000 62,178,837 61,909,000
Liabilities
-----------
Demand deposits 54,163,303 54,163,303 53,742,575 53,742,575
Interest-bearing demand deposits 70,504,641 70,504,641 72,467,004 72,467,004
Savings deposits 4,945,784 4,945,784 5,723,663 5,723,663
Other time deposits 65,421,255 65,646,000 58,345,816 58,307,000
Securities sold under agreements
to repurchase 460,000 460,000 2,490,000 2,490,000
Convertible subordinated notes 1,325,000 1,325,000
Unrecognized financial instruments
----------------------------------
Letters of credit - 19,074 - 23,555
As discussed earlier, the fair value estimate of financial instruments for
which quoted market prices are unavailable is dependent upon the
assumptions used. Consequently, those estimates cannot be substantiated by
comparison to independent markets and, in many cases, could not be realized
in immediate settlement of the instruments. Accordingly, the aggregate fair
value amounts presented in the above fair value table do not necessarily
represent the underlying value of the Company.
F-29
INDEX TO EXHIBITS
-----------------
Exhibit Sequentially
Number Description of Exhibits Numbered Page
- ------ ----------------------- -------------
4.3 Trust Indenture for BOKF Notes Payable to Electing Shareholders of Park Cities.
5.0 Opinion of Frederic Dorwart dated November 13, 1997.
10.23 Agreement and Plan of Merger Among BOK Financial Corporation, BOK Merger
Corporation Number Five and Park Cities Bancshares, Inc. dated October 3,
1996.
13.1 BOKF Financial Annual Report on Form 10-K for the fiscal year ended
December 31, 1995.
23.0 Consent of Independent Auditors.
23.1 Consent of Independent Auditors - Ernst & Young, LLP.
23.2 Consent of Independent Auditors - Coopers & Lybrand, L.L.P.
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