-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Agc/2oD6eKMyojsklDr9JeBVHA57VVpJs//1WNMWx8NbQb+HRjkDYBJRFJ3O4zMu /cR6KdrPLmpIjUPqcOx9xQ== 0000912057-96-006128.txt : 19960409 0000912057-96-006128.hdr.sgml : 19960409 ACCESSION NUMBER: 0000912057-96-006128 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960322 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960408 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: BANCFIRST CORP /OK/ CENTRAL INDEX KEY: 0000760498 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 731221379 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-14384 FILM NUMBER: 96545159 BUSINESS ADDRESS: STREET 1: 101 N BROADWAY STE 200 STREET 2: D CITY: OKLAHOMA CITY STATE: OK ZIP: 73102-8401 BUSINESS PHONE: 4052701000 MAIL ADDRESS: STREET 1: 101 NORTH BROADWAY STREET 2: STE 200 CITY: OKLAHOMA CITY STATE: OK ZIP: 73102-8401 FORMER COMPANY: FORMER CONFORMED NAME: UNITED COMMUNITY CORP DATE OF NAME CHANGE: 19890401 8-K 1 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) March 22, 1996 -------------- BANCFIRST CORPORATION --------------------- (Exact name of registrant as specified in its charter) OKLAHOMA 0-14384 73-1221379 --------- ------- ---------- (State or other jurisdiction of Commission File Number (I.R.S. Employer incorporation or organization) Identification No.) 101 North Broadway, Suite 200, Oklahoma City, Oklahoma 73102 - ------------------------------------------------------ ----- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (405)270-1086 Item 2. ACQUISITION OR DISPOSITION OF ASSETS. On March 22, 1996, BancFirst, a wholly-owned subsidiary of BancFirst Corporation (the "Company"), consummated a merger with City Bankshares, Inc. ("City Bankshares") of Oklahoma City, Oklahoma. The merger was effected through a share acquisition transaction, whereby 100% of the outstanding common stock of City Bankshares was acquired by BancFirst from the 73 shareholders of record of City Bankshares for cash of $19,125,000. In addition, BancFirst paid the Chief Executive Officer of City Bankshares $1,250,000 pursuant to a covenant not to compete with BancFirst for a period of four years. The merger was consummated concurrent with the share acquisition. BancFirst was the surviving entity and the main office and branches of City Bankshares became branches of BancFirst. The funds for the share acquisition were obtained from the general liquidity of BancFirst. The consideration paid for the shares was determined through negotiations with the principal shareholders of City Bankshares and an analysis by management of BancFirst of a number of factors relating to City Bankshares, including historical earnings, projected future earnings, asset quality, fair values of certain assets and the book value of stockholders' equity. City Bankshares had total assets of approximately $130 million at the time of the merger, including premises, furniture and equipment, all of which BancFirst intends to continue to use for banking purposes. Item 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED. It is impractical to provide the required financial statements for City Bankshares at this time. Such financial statements will be filed on or before June 4, 1996. (b) PRO FORMA FINANCIAL INFORMATION. It is impractical to provide the required pro forma financial information at this time. Such pro forma financial information will be filed on or before June 4, 1996. (c) EXHIBITS. EXHIBIT NUMBER EXHIBIT - ----------- ----------------------------------------------------------------- 2.1 Agreement and Plan of Reorganization dated September 16, 1995 between BancFirst and City Bankshares, Inc. (filed as Exhibit 2.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1995 and incorporated herein by reference). SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. April 8, 1996 /Randy P. Foraker/ ------------------------------------- Randy P. Foraker Sr. Vice President, Controller and Secretary/Treasurer (Principal Accounting Officer) -----END PRIVACY-ENHANCED MESSAGE-----