-----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, B0HEiH1Mb/v2cEpEFl693mBdV7+Z6HGpTIuvzlzzKwG1KSM2y99MCRjTaA5xy9Bf UmCLHCbPAwNDnf6+Zp1fyg== 0000912057-95-009793.txt : 19951119 0000912057-95-009793.hdr.sgml : 19951119 ACCESSION NUMBER: 0000912057-95-009793 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19950930 FILED AS OF DATE: 19951113 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: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-14384 FILM NUMBER: 95590852 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 10-Q 1 FORM 10-Q FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------------------- QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarterly Period Ended September 30, 1995 Commission File Number 0-14384 BANCFIRST CORPORATION (Exact name of registrant as specified in charter) OKLAHOMA 73-1221379 (State or other Jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 101 N. Broadway, Suite 200 Oklahoma City, Oklahoma 73102-8401 (Address of principal executive offices) (405) 270-1000 (Registrant's area code and telephone number) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No . ---- ---- As of October 31, 1995, there were 6,215,624 shares of Common Stock outstanding. FORM 10-Q CROSS-REFERENCE INDEX ITEM PART I. FINANCIAL INFORMATION PAGE - ---- ------------------------------------------------- ----- 1. Financial Statements 1 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 7 PART II. OTHER INFORMATION ---------------------------------------------- 1. Legal Proceedings Not Applicable 2. Changes in Securities Not Applicable 3. Defaults Upon Senior Securities Not Applicable 4. Submission of Matters to a Vote of Security Holders Not Applicable 5. Other Information Not Applicable 6. Exhibits and Reports on Form 8-K 11 Signatures 12 PART I. FINANCIAL INFORMATION ------------------------------ BANCFIRST CORPORATION CONSOLIDATED BALANCE SHEET (Dollars in thousands)
SEPTEMBER 30, DECEMBER 31, ------------------------ 1995 1994 1994 --------- --------- ------------ ASSETS Cash and due from banks $ 57,919 $ 59,033 $ 53,564 Interest-bearing deposits with banks 65 -- -- Securities: Held for investment, at cost (market value: $42,643, $22,189 and $20,395, respectively) 42,148 22,333 20,779 Available for sale, at market value 213,201 209,786 202,265 Federal funds sold 17,368 24,965 28,260 Loans: Total Loans (net of unearned interest) 604,642 510,106 522,314 Allowance for possible loan losses (10,338) (9,585) (9,729) --------- --------- --------- Loans, net 594,304 500,521 512,585 Premises and equipment, net 27,729 26,713 26,462 Other real estate owned 2,149 2,091 2,183 Intangible assets, net 8,195 8,267 7,960 Accrued interest receivable 10,293 8,387 8,518 Other assets 7,858 9,917 10,339 --------- --------- --------- Total assets $ 981,229 $ 872,013 $ 872,915 --------- --------- --------- --------- --------- --------- LIABILITIES AND STOCKHOLDERS' EQUITY Deposits: Noninterest-bearing $ 173,346 $ 167,411 $ 168,426 Interest-bearing 693,684 617,601 616,425 --------- --------- --------- Total deposits 867,030 785,012 784,851 Securities sold under repurchase agreements and other short-term borrowings 11,532 34 117 Long-term borrowings 810 -- -- Accrued interest payable 3,434 2,197 2,089 Other liabilities 3,629 3,681 3,897 --------- --------- --------- Total liabilities 886,435 790,924 790,954 --------- --------- --------- Commitments and contingent liabilities Stockholders' equity: Common stock (shares issued: 6,210,624, 6,202,814 and 6,202,814, respectively) 6,211 6,203 6,203 Capital surplus 34,408 34,259 34,259 Retained earnings 53,293 43,089 45,611 Unrealized securities gains (losses), net of tax 882 (2,462) (4,112) --------- --------- --------- Total stockholders' equity 94,794 81,089 81,961 --------- --------- --------- Total liabilities and stockholders' equity $ 981,229 $ 872,013 $ 872,915 --------- --------- --------- --------- --------- ---------
See accompanying notes to consolidated financial statements. 1 BANCFIRST CORPORATION CONSOLIDATED STATEMENT OF INCOME (Dollars in thousands, except per share data)
THREE MONTHS ENDED NINE MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, ------------------------- ------------------------- 1995 1994 1995 1994 ---------- ---------- ---------- ---------- INTEREST INCOME Loans, including fees $ 15,060 $ 11,763 $ 42,711 $ 33,017 Interest-bearing deposits with banks 1 -- 9 -- Securities: Taxable 3,585 3,168 10,184 9,223 Tax-exempt 151 150 446 457 Federal funds sold 363 360 1,226 1,008 ---------- ---------- ---------- ---------- Total interest income 19,160 15,441 54,576 43,705 ---------- ---------- ---------- ---------- INTEREST EXPENSE Deposits 7,809 5,322 22,329 14,951 Securities sold under repurchase agreements and other short-term borrowings 20 4 58 6 Line of credit -- 10 -- 29 Total interest expense 7,829 5,336 22,387 14,996 ---------- ---------- ---------- ---------- Net interest income 11,331 10,105 32,189 28,709 Provision for possible loan losses 150 321 408 49 ---------- ---------- ---------- ---------- Net interest income after provision for possible loan losses 11,181 9,784 31,781 28,660 ---------- ---------- ---------- ---------- NONINTEREST INCOME Service charges on deposits 1,987 1,943 5,909 5,727 Securities transactions 48 (1) 111 (1) Other 1,145 857 3,153 2,688 ---------- ---------- ---------- ---------- Total noninterest income 3,180 2,799 9,173 8,414 ---------- ---------- ---------- ---------- NONINTEREST EXPENSE Salaries and employee benefits 5,141 4,524 14,970 13,134 Occupancy and fixed assets expense, net 550 516 1,475 1,293 Depreciation 431 440 1,374 1,288 Amortization 397 325 1,071 949 Data processing services 284 325 878 1,061 Net (income) expense from other real estate owned 16 (45) 50 (370) Other 1,806 2,196 6,128 6,343 ---------- ---------- ---------- ---------- Total noninterest expense 8,625 8,281 25,946 23,698 ---------- ---------- ---------- ---------- Income before taxes 5,736 4,302 15,008 13,376 Income tax expense (2,097) (1,528) (5,594) (4,735) ---------- ---------- ---------- ---------- Net income $ 3,639 $ 2,774 $ 9,414 $ 8,641 ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- PER SHARE DATA (PRIMARY AND FULLY DILUTED) Net income $ 0.57 $ 0.43 $ 1.47 $ 1.34 ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- Average common stock and common stock equivalents 6,408,592 6,398,009 6,388,743 6,398,553 ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
See accompanying notes to consolidated financial statements. 2 BANCFIRST CORPORATION CONSOLIDATED STATEMENT OF CASH FLOWS (Dollars in thousands)
NINE MONTHS ENDED SEPTEMBER 30, ---------------------------------- 1995 1994 --------- --------- CASH FLOWS FROM OPERATING ACTIVITIES $ 11,614 $ 10,613 --------- --------- INVESTING ACTIVITIES Purchases of securities (42,263) (52,136) Maturities of securities 57,147 49,525 Proceeds from sales and calls of securities 4,043 2,287 Net decrease in federal funds sold 21,199 16,576 Purchases of loans (9,383) (8,877) Proceeds from sales of loans 38,102 40,944 Net other increase in loans (68,233) (51,356) Cash and due from banks from acquisition (15,542) 164 Purchases of premises and equipment (2,175) (8,922) Proceeds from sales of other real estate owned 81 22,662 Other, net 926 (857) --------- --------- Net cash used by investing activities (15,367) (9,990) --------- --------- FINANCING ACTIVITIES Net increase (decrease) in demand, transaction and savings deposits (17,263) 6,775 Net increase in certificates of deposit 14,786 8,912 Net increase (decrease) in securities sold under repurchase agreements and other short-term borrowings 11,415 (901) Net increase in long-term borrowings 810 -- Issuance of common stock 305 30 Cash dividends paid (1,303) (1,311) Other, net (577) (3,953) --------- --------- Net cash provided (used) by financing activities 8,173 9,552 --------- --------- Net increase in cash and due from banks 4,420 10,175 Cash and due from banks at the beginning of the period 53,564 48,858 --------- --------- Cash and due from banks at the end of the period $ 57,919 $ 59,033 --------- --------- --------- --------- SUPPLEMENTAL DISCLOSURE Cash paid during the period for interest $ 21,042 $ 14,278 --------- --------- --------- --------- Cash paid during the period for income taxes $ 5,439 $ 3,714 --------- --------- --------- ---------
See accompanying notes to consolidated financial statements. 3 BANCFIRST CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except per share data) (1) GENERAL The accompanying consolidated financial statements include the accounts of BancFirst Corporation, BancFirst Investment Corporation, BancFirst, Lenders Collection Corporation and National Express Corporation. All significant intercompany accounts and transactions have been eliminated. Assets held in a fiduciary or agency capacity are not assets of the Company and, accordingly, are not included in the consolidated financial statements. There have been no significant changes in the accounting policies of the Company since December 31, 1994, the date of the most recent annual report, other than the adoption of Statement of Financial Accounting Standards No. 114, "Accounting by Creditors for Impairment of a Loan" as discussed in note (3) below. The interim financial statements contained herein reflect all adjustments which are, in the opinion of management, necessary to provide a fair statement of the financial position and results of operations of the Company for the interim periods presented. All such adjustments are of a normal and recurring nature. Certain amounts in the 1994 financial statements have been reclassified to conform with the 1995 presentation. (2) ACQUISITIONS In March 1995, the Company acquired State National Bank of Marlow, Oklahoma, which had total assets of $101,976. The acquisition was for cash of $17,485, with an additional $500 placed in escrow pending the resolution of certain matters. State National Bank was immediately merged into BancFirst. The acquisition was accounted for as a purchase. Accordingly, the effect of the transaction is included in the Company's consolidated financial statements from the date of the acquisition forward. A core deposit intangible of $406 and goodwill of $810 were recorded for the acquisition. Subsequent payments from the escrow, if any, to the former shareholders of State National Bank will increase the goodwill recorded. Pro forma condensed results of operations, as though State National Bank had been acquired January 1, 1994, are as follows:
NINE MONTHS ENDED YEAR ENDED SEPTEMBER 30, DECEMBER 31, 1995 1994 ------------ ------------ Net interest income . . . . . . $ 32,850 $ 42,160 Net income . . . . . . . . . . $ 9,593 $ 12,296 Net income per common share . . and common stock equivalent . $ 1.50 $ 1.91
In June 1995, the Company entered into an agreement of merger with Commerce Bancorporation, Inc. of McLoud, Oklahoma ("Commerce Bancorp"), which has approximately $18,000 in total assets. Commerce Bancorp is controlled by certain executive officers of the Company. Under the terms of the agreement, 156,510 shares of BancFirst Corporation common stock would be issued for the 22,573 shares of Commerce Bancorp common stock outstanding. The merger is subject to regulatory and shareholder approvals and is expected to be completed in mid-1996. In September 1995, the Company entered into an agreement of merger with Johnston County Bancshares, Inc. of Tishomingo, Oklahoma ("Johnston County Bancshares"), which has approximately $10,000 in total assets. Johnston County Bancshares is controlled by certain executive officers and directors of the Company. Under the terms of the agreement, each of the 49,620 shares outstanding of Johnston County Bancshares common stock would be exchanged for 0.47 shares of Company common stock, subject to adjustment based upon the market price of Company common stock at the effective time of the merger. Preferred stock of Johnston County Bancshares would be purchased for cash of approximately $97 and minority shares of Johnston County Bancshares' subsidiary bank would be purchased for cash of approximately $120. The merger is subject to regulatory and shareholder approvals and is expected to be completed in December 1995. In September 1995, BancFirst entered into an agreement to acquire City Bankshares, Inc. of Oklahoma City, Oklahoma ("City Bankshares"), which has approximately $140,000 in total assets. Under the terms of the agreement, the Company 4 would acquire all the stock outstanding of City Bankshares for cash of $19,125. C-Teq, Inc., an 85% owned data processing subsidiary of City Bankshares, would be spun off to the shareholders of City Bankshares prior to the acquisition. Additionally, City Bankshares would be required to have stockholders' equity of at least $13,000 at the time of closing. BancFirst also entered into an agreement with the CEO of City Bankshares whereby upon consummation of the acquisition BancFirst would pay the CEO $1,250 in exchange for an agreement not to compete with BancFirst for a period of four years. The acquisition is subject to regulatory approval and is expected to be completed in the first half of 1996. (3) LOANS The Company adopted Financial Accounting Standards No. 114, "Accounting by Creditors for Impairment of a Loan", effective January 1, 1995. This new accounting standard requires that impaired loans be measured based upon the present value of expected future cash flows discounted at the loan's effective interest rate or, as a practical expedient, at the loan's observable market price or the fair value of the collateral if the loan is collateral dependent. A loan is impaired when, based on current information and events, it is probable that all amounts due according to the contractual terms of the loan agreement will not be collected. The adoption of FAS 114 did not have a material effect on the financial position or results of operation of the Company. (4) FEDERAL HOME LOAN BANK BORROWINGS BancFirst joined the Federal Home Loan Bank of Topeka, Kansas ("the FHLB") in May 1995, for the primary purpose of participating in the borrowing programs offered by the FHLB. BancFirst was subsequently approved for a $19,600 credit line secured by residential mortgages held by the Bank, and has made two borrowings under the credit line as follows. (a) Short-term borrowing of $10,000; interest at 5.92%, payable monthly; due on May 22, 1996. (b) Long-term borrowing of $810; principle payments due every six months; interest at 6.64%, payable monthly; due September 30, 2010. (5) NET INCOME PER SHARE Net income per share is calculated as follows:
THREE MONTHS NINE MONTHS ENDED ENDED SEPTEMBER 30, SEPTEMBER 30, ------------------- ---------------- 1995 1994 1995 1994 ------ ------ ------ ------- Net income . . . . . . . . . . . . . . . . . . . . $3,639 $2,774 $9,414 $8,641 Less 10% Preferred dividends . . . . . . . . . . . -- -- -- (55) ------ ------ ------ ------ Net income applicable to common stockholders . . . $3,639 $2,774 $9,414 $8,586 ------ ------ ------ ------ ------ ------ ------ ------ Average common shares and common stock equivalents outstanding (in thousands). . . . 6,409 6,398 6,389 6,399 ------ ------ ------ ------ ------ ------ ------ ------ Net income per common share and common stock equivalent . . . . . . . . . $ 0.57 $ 0.43 $ 1.47 $ 1.34 ------ ------ ------ ------ ------ ------ ------ ------
The 10% Preferred dividends for 1994 represent the accumulated dividends paid upon the redemption of the 10% Preferred Stock. Average common shares and common stock equivalents includes shares relating to stock options exercisable within the next five years. 5 (6) STOCK REPURCHASE PROGRAM In March 1995, the Company adopted a Stock Repurchase Program authorizing management to repurchase up to 200,000 shares of the Company's common stock. The program is to be used for purchases of stock by the Company's Employee Stock Ownership and Thrift Plan, and may also be used to enhance earnings per share, provide stock for the exercise of stock options under the Company's Stock Option Plan or to provide additional liquidity for the stock. Stock purchases under the program must satisfy certain criteria regarding effects on earnings per share and book value dilution, resulting equity ratios and the price to book value of comparable size institutions. 6 BANCFIRST CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS SUMMARY The Company reported net income of $3.64 million for the quarter ended September 30, 1995, compared to net income of $2.77 million for the third quarter of 1994. Third quarter 1995 earnings included a $542,000 refund of FDIC insurance premiums. Earnings per share was $0.57 for the third quarter of 1995, compared to $0.43 for the same quarter of the prior year. Net income for the first nine months of 1995 was $9.41 million, exceeding the $8.64 million for the same period of 1994, even though earnings in 1994 benefitted from loan recoveries, gains on sales of other real estate and a lower effective tax rate. Year-to-date earnings per share was $1.47, compared to $1.34 for the first nine months of 1994. Total assets were $981 million at September 30, 1995, an increase of $108 million from December 31, 1994 and $109 million from September 30, 1994 due primarily to the acquisition of State National Bank of Marlow, Oklahoma, with total assets of $102 million, in March 1995. Stockholders' equity increased $12.8 million compared to December 31, 1994 and $13.7 million compared to September 30, 1994. RESULTS OF OPERATIONS THIRD QUARTER -- Net interest income increased for the third quarter of 1995 by $1.23 million, or 12.1%, as compared to the same quarter of 1994. Net interest spread decreased 28 basis points while average net earning assets increased $22.3 million. Net interest margin on a taxable equivalent basis was 5.24% for the third quarter, compared to 5.29% for the same quarter of 1994. The Company provided $150,000 for possible loan losses for the quarter, compared to $321,000 for the same quarter of 1994. Net loan charge-offs were $134,000 for the third quarter of 1995 and $77,000 for the third quarter of 1994, representing annualized rates of 0.09% and 0.06% of total loans, respectively. Noninterest income increased $381,000, or 13.6%, compared to the third quarter of 1994 due to income added by the bank acquired in 1995 and gains on securities transactions. Noninterest expense increased only $344,000, or 4.15%, as the added operating expenses of the bank acquired were partially offset by the refund of FDIC insurance premiums in the third quarter. YEAR-TO-DATE -- For the first nine months of 1995, net interest income increased by $3.48 million, or 12.1%, as compared to the same period of 1994. Net interest spread decreased 17 basis points while average net earning assets increased $18 million. Net interest margin on a taxable equivalent basis was 5.22% for the nine months, compared to 5.15% for the same period of 1994. The Company provided $408,000 for possible loan losses for the first nine months of 1995, compared to only $49,000 for the first nine months of 1994. Net loan charge-offs were $162,000 in 1995, compared to net loan recoveries of $191,000 in 1994, representing annualized rates of 0.04% and (0.05)% of total loans, respectively. Noninterest income increased $759,000, or 9.02%, compared to the first nine months of 1994, due to income of the bank acquired in 1995 and gains on securities transactions. Noninterest expense increased $2.25 million, or 9.49%, compared to 1994, due to the added expenses of the bank acquired, which were partially offset by the FDIC insurance premium refund in the third quarter, and the net income on other real estate owned in 1994. Income tax expense of $5.59 million was recognized for the first nine months of 1995, compared to $4.74 million for the same period of 1994. The Company's effective tax rate increased from 35% in 1994 to 37% in 1995 due to a higher level of taxable income, lower tax-exempt interest and less tax benefit carryforwards available for utilization. 7 FINANCIAL POSITION Total securities increased $32.3 million compared to December 31, 1994 and $23.2 million compared to September 30, 1994, as a net result of securities added by the bank acquisition and maturities of securities used to fund loan growth. The net unrealized gain on securities available for sale was $1.36 million at the end of the third quarter of 1995, compared to net unrealized losses of $6.33 million and $3.83 million at December 31 and September 30, 1994, respectively. The average taxable equivalent yield on the securities portfolio for the third quarter increased to 6.06% from 5.62% in the same quarter of 1994, reflecting the rise in interest rates during that time. Total loans increased $82.3 million since December 31, 1994 and $94.5 million since September 30, 1994 from both internal loan growth and the bank acquisition. The allowance for possible loan losses increased $609,000 in the first nine months of 1995 due primarily to purchased reserves from the bank acquisition and provisions for losses. The allowance as a percentage of total loans was 1.71%, 1.86% and 1.88% at September 30, 1995, December 31, 1994 and September 30, 1994, respectively. Nonperforming and restructured assets increased in the first nine months of 1995 to $6.83 million from $6.07 million at year-end 1994 and $5.82 million at the end of the third quarter of 1994, due to the nonperforming assets of the bank acquired in 1995. Although, the ratio of nonperforming and restructured assets to total assets remained at only 0.70%, it is reasonable to expect that over the next several years problem loans will rise to historical norms as a result of economic and credit cycles. Total deposits increased $82 million compared to both December 31, 1994 and September 30, 1994 due primarily to the bank acquisition. The Company's deposit base continues to be comprised substantially of core deposits, with large denomination certificates of deposit being only 9.5% of total deposits at September 30, 1995. BancFirst joined the Federal Home Loan Bank of Topeka, Kansas in May 1995 and was approved for a $19.6 million credit line. In September 1995, the Bank borrowed $10 million which matures in May 1996 and $810,000 which matures in September 2010. Both borrowings are at fixed rates and are for the purpose of funding loan growth. Stockholders' equity increased $12.8 million compared to year-end 1994 and $13.7 million compared to September 30, 1994. These increases were the result of accumulated earnings and a change from net unrealized losses to net unrealized gains on securities available for sale. Average stockholders' equity to average assets dropped slightly to 9.30% from 9.34% at December 31, 1994 due to the bank acquisition in 1995. The Company's regulatory capital ratios all remain well in excess of the minimum requirements. In March 1995, the Company adopted a Stock Repurchase Program authorizing management to repurchase up to 200,000 shares of the Company's common stock. The program is to be used for purchases of stock by the Company's Employee Stock Ownership and Thrift Plan, and may also be used to enhance earnings per share, provide stock for the exercise of stock options under the Company's Stock Option Plan or to provide additional liquidity for the stock. Stock purchases under the program must satisfy certain criteria regarding effects on earnings per share and book value dilution, resulting equity ratios and the price to book value of comparable size institutions. In June 1995, the Company entered into an agreement of merger with Commerce Bancorporation, Inc. of McLoud, Oklahoma ("Commerce Bancorp"), which has approximately $18 million in total assets. Commerce Bancorp is controlled by certain executive officers of the Company. Under the terms of the agreement, 156,510 shares of BancFirst Corporation common stock would be issued for the 22,573 shares of Commerce Bancorp common stock outstanding. The merger is subject to regulatory and shareholder approvals and is expected to be completed in mid-1996. In September 1995, the Company entered into an agreement of merger with Johnston County Bancshares, Inc. of Tishomingo, Oklahoma ("Johnston County Bancshares"), which has approximately $10 million in total assets. Johnston County Bancshares is controlled by certain executive officers and directors of the Company. Under the terms of the agreement, each of the 49,620 shares outstanding of Johnston County Bancshares common stock would be exchanged for 0.47 shares of Company common stock, subject to adjustment based upon the market price of Company common stock at the effective time of the merger. Preferred stock of Johnston County Bancshares would be purchased for cash of approximately $97,000 and minority shares of Johnston County Bancshares' subsidiary bank would be purchased for cash of approximately $120,000. The merger is subject to regulatory and shareholder approvals and is expected to be completed in December 1995. 8 In September 1995, BancFirst entered into an agreement to acquire City Bankshares, Inc. of Oklahoma City, Oklahoma ("City Bankshares"), which has approximately $140,000 in total assets. Under the terms of the agreement, the Company would acquire all the stock outstanding of City Bankshares for cash of $19.1 million. C-Teq, Inc., an 85% owned data processing subsidiary of City Bankshares, would be spun off to the shareholders of City Bankshares prior to the acquisition. Additionally, City Bankshares would be required to have stockholders' equity of at least $13 million at the time of closing. BancFirst also entered into an agreement with the CEO of City Bankshares whereby upon consummation of the acquisition BancFirst would pay the CEO $1.25 million in exchange for an agreement not to compete with BancFirst for a period of four years. The acquisition is subject to regulatory approval and is expected to be completed in the first half of 1996. 9 BANCFIRST CORPORATION SELECTED FINANCIAL STATISTICS (Dollars in thousands, except per share data)
THREE MONTHS NINE MONTHS ENDED ENDED SEPTEMBER 30, SEPTEMBER 30, ----------------- ----------------- 1995 1994 1995 1994 ------- ------- ------- ------- PER COMMOM SHARE DATA: Income before extraordinary item and accounting change $ 0.57 $ 0.43 $ 1.47 $ 1.34 Net income 0.57 0.43 1.47 1.34 Cash dividends declared 0.07 0.06 0.21 0.18 Book value at period end 15.26 13.07 Tangible book value at period end 13.94 11.74 PERFORMANCE RATIOS: Return on average assets 1.48% 1.27% 1.32% 1.34% Return on average common equity 15.76 13.77 14.24 14.43 Increase in tangible book value (annualized) 21.47 11.57 22.46 8.71 Noninterest expense/(net interest income + noninterest income) 60.61 64.17 62.73 63.84
SEPTEMBER 30, DECEMBER 31, ---------------- 1995 1994 1994 ------ ------ ------------- BALANCE SHEET RATIOS: Average loans to deposits (year to date) 66.66% 62.67% 63.39% Allowance for possible loan losses to total loans 1.71 1.88 1.86 Allowance for possible loan losses to nonperforming and restructured loans 226.41 265.66 261.53 Nonperforming and restructured assets to total assets 0.70 0.67 0.70 CAPITAL RATIOS: Average stockholders' equity to average assets (year to date) 9.30% 9.20 9.34% Leverage ratio (regulatory minimum 3%) 8.84 8.49 9.08 Total risk-based capital ratio (regulatory minimum 8%) 16.14 15.92 16.67
THREE MONTHS ENDED SEPTEMBER 30, -------------------------------------------------------------- 1995 1994 -------------------------------------------------------------- AVERAGE AVERAGE AVERAGE BALANCES AND NET INTEREST MARGIN AVERAGE YIELD/ AVERAGE YIELD/ ANALYSIS (TAXABLE EQUIVALENT BASIS): BALANCE RATE BALANCE RATE --------- ------- --------- -------- Loans $ 595,089 10.09% $ 499,703 9.42% Investment securities 249,596 6.07 239,563 5.62 Federal funds sold 24,729 5.83 31,473 4.54 --------- --------- Total earning assets 869,414 8.81 770,739 8.04 Nonearning assets 111,036 104,466 --------- --------- Total assets $ 980,450 $ 875,205 --------- --------- --------- --------- Interest-bearing deposits $ 696,845 4.44% $ 621,714 3.39% Short-term borrowings 1,659 5.02 415 4.78 --------- --------- Total interest-bearing liabilities 698,504 4.45 622,129 3.40 Demand deposits 183,676 167,199 Other noninterest-bearing liabilities 5,908 5,316 Stockholders' equity 92,362 80,561 --------- --------- Total liabilities and stockholders' equity $ 980,450 $ 875,205 --------- --------- --------- --------- Net interest spread 4.36% 4.64% Net interest margin 5.24% 5.29%
10 PART II. OTHER INFORMATION --------------------------- ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. (a) Exhibits EXHIBIT NUMBER EXHIBIT - -------- ------------------------------------------------------------------- 2.1 Agreement and Plan of Reorganization dated October 28, 1994 among BancFirst, State National Bank, Marlow, Oklahoma, and certain shareholders of State National Bank (filed as Exhibit 2.4 to the Company's Report on Form 10-Q for the quarter ended September 30, 1994 and incorporated herein by reference). 2.2* Agreement and Plan of Reorganization dated September 16, 1995 between BancFirst and City Bankshares, Inc. 2.3* Agreement dated September 16, 1995 between BancFirst and William O. Johnstone. 27.1* Financial Data Schedule. - -------- * Filed herewith (b) No reports on Form 8-K have been filed by the Company during the quarter ended September 30, 1995. 11 SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. November 10, 1995 BANCFIRST CORPORATION --------------------- (Registrant) /s/Randy Foraker ------------------------------------- Randy P. Foraker Sr. Vice President, Controller and Secretary/Treasurer (Principal Accounting Officer) 12 EX-2.2 2 EXHIBIT 2.2 AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made this 16th day of September, 1995, by and among BancFirst, Oklahoma City, Oklahoma, an Oklahoma banking corporation ("BancFirst") and City Bankshares, Inc., an Oklahoma corporation ("CBI") W I T N E S S E T H: WHEREAS, CBI is a registered bank holding company owning 100% of the issued and outstanding shares of capital stock of City Bank & Trust, Oklahoma City, Oklahoma, an Oklahoma banking corporation ("City Bank"); and WHEREAS, BancFirst is an Oklahoma banking corporation; and WHEREAS, the boards of directors of BancFirst and CBI deem it advisable and to the mutual benefit of BancFirst, CBI, and their respective shareholders, that BancFirst and CBI participate in a share acquisition in accordance with Section 1090.1 of the Oklahoma General Corporation Act, whereby BancFirst will acquire all of the issued and outstanding stock of CBI (the "Acquisition") in accordance with the terms of this Agreement, and CBI will become a wholly-owned subsidiary of BancFirst; NOW, THEREFORE, in consideration of the mutual covenants and conditions herein contained and other good and valuable consideration, CBI and BancFirst agree as follows: 1. ACQUISITION OF CBI BY BANCFIRST. BancFirst will acquire all of the issued and outstanding shares of common stock of CBI (the "CBI Common Stock") as follows: (a) CONVERSION OF CBI COMMON STOCK. Pursuant to the provisions of Section 1090.1 of the Oklahoma General Corporation Act and the terms of this Agreement, each share of CBI Common Stock (other than Dissenting Shares, as such term is defined in Section 1(b) hereof) which is outstanding immediately prior to the Effective Time (as defined in Section 1(j) hereof) shall, by virtue of the Acquisition and without any further action, be converted at the Effective Time into the right of the holder thereof to receive an amount of cash equal to the Acquisition Price Per Share (as determined in accordance with Section 2 (b) hereof). (b) DISSENTING SHARES. Notwithstanding anything in this Agreement to the contrary, shares of CBI Common Stock which are outstanding immediately prior to the Effective Time and which are held by shareholders who shall not have voted such shares in favor of the Acquisition and who shall have delivered to BancFirst a written demand for appraisal of such shares in the manner provided in Section 1091 of the Oklahoma General Corporation Act (the "Dissenting Shares") shall not be converted into the consideration provided under Section 1(a) hereof, but, instead, the holders thereof shall be entitled to payment of the appraised value of such shares in accordance with the provisions of the Oklahoma General Corporation Act; provided, however, in the event a holder fails to perfect, withdraws, or otherwise loses his right to appraisal and payment for his shares of CBI Common Stock pursuant to the applicable provisions of the Oklahoma General Corporation Act, each dissenting share held by such holder shall be converted into and represent only the right to receive the same consideration determined in accordance with Section 1(a) hereof upon surrender of the certificate or certificates representing Dissenting Shares. (c) EFFECT OF ACQUISITION. At the Effective Time, BancFirst shall become the owner of all of the CBI Common Stock, which shall be reissued to BancFirst as shareholder, and CBI shall become a wholly-owned subsidiary of BancFirst, by operation of law and without any further action on the part of CBI or BancFirst, or any of their respective shareholders. The shareholders of CBI shall have no further rights in such shares, which shall be automatically converted in the hands of the former shareholders into the right to receive the consideration set forth herein. (d) CERTIFICATES OF INCORPORATION. The Certificate of Incorporation of BancFirst and the Certificate of Incorporation of CBI, as previously amended and in effect immediately prior to the Effective Time, shall remain in effect immediately thereafter, unless and until amended as provided by applicable law and such Certificates of Incorporation. (e) BYLAWS. The respective Bylaws of BancFirst and CBI, as in effect immediately prior to the Effective Time, shall remain in effect immediately thereafter, unless and until amended or repealed as provided by the respective Bylaws, Certificates of Incorporation, and applicable law. (f) DIRECTORS AND OFFICERS. The directors and officers of BancFirst immediately prior to the Effective Time shall remain as the directors and officers of BancFirst. The directors and officers of CBI immediately prior to the Effective Time shall remain as the directors and officers of CBI immediately following the Effective Time. 2 (g) MERGER OF CBI INTO BANCFIRST. It is anticipated that promptly following the Effective Time, and subject to obtaining all required regulatory and shareholder approvals, CBI will be merged with and into BancFirst in accordance with the terms of an Agreement and Plan of Reorganization and Merger substantially in the form attached hereto as Exhibit B (the "CBI Merger Agreement"). Such merger is referred to in this Agreement as the "CBI Merger." (h) MERGER OF CITY BANK INTO BANCFIRST. It is anticipated that promptly following the effective time of the CBI Merger, City Bank will be merged with and into BancFirst in accordance with an Agreement and Plan of Reorganization and Merger substantially in the form attached hereto as Exhibit C (the "Bank Merger Agreement"). Such merger is referred to in this Agreement as the "Bank Merger." (i) SURRENDER OF CERTIFICATES. BancFirst shall act as the exchange agent (the "Exchange Agent") to effect the exchange of CBI Common Stock for the consideration described in Section 2 hereof. Each holder of a stock certificate or certificates representing outstanding shares of CBI Common Stock being converted in the Acquisition at the Effective Time (i.e., excluding any Dissenting Shares) who has not otherwise presented his stock certificate(s) for payment at the Closing in accordance with Sections 3.2 and 3.3 below, shall, as soon after the Effective Time as possible, surrender such certificate or certificates to the Exchange Agent for cancellation (or, if such certificate or certificates shall have been lost or destroyed, shall deliver to the Exchange Agent an affidavit to such effect and, if reasonably requested by the Exchange Agent, shall deliver a bond in form and amount satisfactory to the Exchange Agent), and each such holder shall be entitled upon such surrender and cancellation (or upon such delivery) to receive from BancFirst in exchange therefor an official check for the amount of consideration required by Section 2. (j) EFFECTIVE TIME. The Acquisition shall become effective on the date of filing the Certificate of Acquisition in substantially the form attached hereto as Exhibit A with the Oklahoma Secretary of State in accordance with the provisions of the Oklahoma General Corporation Act, and at the time when the Certificate of Acquisition is filed; provided, if a different effective time is stated in such Certificate, the effective time which is so specified shall instead be applicable. The date and time when the Acquisition shall become effective is herein referred to as the "Effective Time." 3 2. CONSIDERATION. The consideration for the Acquisition of the CBI Common Stock (other than Dissenting Shares) shall be as follows: (a) BancFirst shall pay each of the CBI shareholders (other than holders of Dissenting Shares) an amount equal to the Acquisition Price Per Share (as defined below), multiplied by the number of shares of CBI Common Stock which each such person holds immediately prior to the Acquisition. (b) The "Acquisition Price Per Share" for each of the shares of CBI Common Stock shall be determined by dividing $19,125,000 (the total price for 100% of the CBI Common Stock) by the total number of shares of CBI Common Stock which are issued and outstanding at the Effective Time. (If all outstanding options to acquire CBI Common Stock are exercised before the Effective Time, the total number of shares outstanding would be 1,062,500 and the price per share would be $18.00.) 3. CLOSING. The following steps shall be carried out in order to accomplish the closing of the Acquisition: 3.1 CLOSING DATE. The closing of the Acquisition, which shall include the simultaneous filing of the Certificate of Acquisition with the Oklahoma Secretary of State as contemplated by Section 1(j) hereof (the "Closing"), will be held in the offices of BancFirst, 101 N. Broadway, Oklahoma City, Oklahoma, on a date (the "Closing Date") and at a time determined by BancFirst and CBI, which (subject to and in coordination with available dates for Electronic Data Systems Corporation to perform a data processing conversion of City Bank's customer accounts to BancFirst's system) shall be not later than the last day of the month in which the last of the conditions listed in Sections 9 and 10 is eliminated or waived, or on such other date as shall be mutually agreed by BancFirst and by CBI, but in any event not later than the last to occur of (i) March 31, 1996 or (ii) such later date (not later than May 31, 1996) to which one or both of the respective boards of directors of BancFirst and CBI, acting on or before March 31, 1996, have extended the deadline in accordance with the provisions of the following paragraph (the "Termination Date") The Termination Date may be established as a date subsequent to March 31, 1996, but not later than May 31, 1996, as follows: 4 (a) By mutual agreement of the boards of directors of BancFirst and CBI acting prior to April 1, 1996; or (b) By the board of directors of BancFirst, acting alone and prior to April 1, 1996, and upon notice given to CBI, if it appears that any of the grounds for termination by BancFirst set out in Sections 9.2, 9.4 and 9.5 exists or will exist at March 31, 1996, and BancFirst in good faith believes that the extension of time would reasonably result in, or permit, the cure of CBI's default or noncompliance; or (c) By the board of directors of CBI, acting alone and prior to April 1, 1996, and upon notice given to BancFirst, if it appears that any of the grounds for termination by CBI set out in Sections 10.1, 10.2 and 10.3 exists or will exist at March 31, 1996, and CBI in good faith believes that the extension of time would reasonably result in, or permit, the cure of BancFirst's default or noncompliance. The effective time of the Closing for accounting purposes shall be as of BancFirst's opening of business on the Closing Date. 3.2 PRE-CLOSING. Not later than the last business day prior to the Closing Date, the parties shall hold a pre- closing conference (the "Pre-Closing") at which time all documents to be delivered at the Closing shall be executed (dated as of the Closing Date) and all requirements to be satisfied on or before the Closing Date shall be reviewed by the parties' respective attorneys. If it is determined that no matters remain unperformed other than the actual completion of the Closing, the following items shall be delivered in escrow to the parties' attorneys jointly until the Closing Date: a) BY REPRESENTATIVES OF HOLDERS OF CBI COMMON STOCK WHO DESIRE TO RECEIVE PAYMENT AT THE CLOSING: stock certificates representing said holders' shares of CBI Common Stock, duly endorsed and with signature guarantees; b) BY BANCFIRST: a certificate of BancFirst's President, dated as of the Closing Date, certifying that (i) the representations and warranties of BancFirst contained in Section 5 hereof are true 5 and correct as of the Closing Date, and (ii) each and every covenant and agreement to be performed by BancFirst on or prior to the Closing Date has been performed in all material respects by BancFirst; c) BY CBI: a certificate of CBI's President, dated as of the Closing Date, certifying that (i) the representations and warranties of CBI contained in Section 4 hereof are true and correct as of the Closing Date, and (ii) each and every covenant and agreement to be performed by CBI or City Bank on or prior to the Closing Date has been performed in all material respects by CBI or City Bank, as applicable; and d) BY BANCFIRST AND CBI RESPECTIVELY: an executed copy of all such other documents as shall be necessary in order to carry out the transaction contemplated by this Agreement. 3.3 DELIVERIES OF CERTIFICATES AND DOCUMENTS. At the Closing, each of the certificates and other documents referred to in Section 3.2, subparts (b), (c), and (d), shall be delivered to the party for whose benefit or use such document was prepared. 3.4 DELIVERIES TO BANCFIRST AND TO SHAREHOLDERS. At the Closing, simultaneously with the delivery to BancFirst of the duly endorsed stock certificates which were delivered into escrow at the Pre-Closing, BancFirst will deliver to representatives of the holders of the CBI Common Stock represented by such certificates official checks made out to said holders individually in the respective amounts to which each of them would be entitled pursuant to Section 2 hereof. 3.5 ATTORNEYS' FEES AND OTHER CLOSING COSTS. Each party will bear his or its own costs and expenses of negotiating this Agreement and performing the acts required of such party under this Agreement. To the extent reasonably possible, any such legal fees payable by CBI shall be paid or accrued before determining that CBI's $13,000,000 minimum capital requirement as stated in Sections 8.11 and 9.2 has been met. 4. REPRESENTATIONS AND WARRANTIES OF CBI. To induce BancFirst to enter into this Agreement and to consummate the Acquisition, CBI represents and warrants to BancFirst that the following matters are true and correct on the date of this Agreement and will be true and correct on the Closing Date: 6 4.1 REGISTRATION, DUE ORGANIZATION AND CORPORATE AUTHORITY OF CBI. CBI is a registered bank holding company, duly organized, validly existing and in good standing under the laws of the State of Oklahoma. CBI has the corporate power to own its properties and carry on its business as now being owned and conducted. 4.2 DUE ORGANIZATION AND CORPORATE AUTHORITY OF CITY BANK. City Bank is a banking corporation duly organized, validly existing and in good standing under the laws of the State of Oklahoma. City Bank has the corporate power and all necessary regulatory authorization to own its properties and carry on its business as and where now being conducted. 4.3 BOARD OF DIRECTORS' AND SHAREHOLDERS' APPROVAL. The board of directors of CBI has approved this Agreement, and will recommend to the shareholders of CBI that they vote in favor of approving this Agreement at a special shareholders' meeting to be called by the board of directors of CBI for the purpose. The board of directors of CBI has also approved the CBI Merger Agreement, and the board of directors of City Bank has approved the Bank Merger Agreement. Duly authorized officers of CBI and City Bank, respectively, shall execute and deliver to BancFirst the CBI Merger Agreement and the Bank Merger Agreement simultaneously with the execution of this Agreement. 4.4 CAPACITY; NO CONFLICT. CBI has full authority and power to enter into and perform this Agreement in accordance with its terms. The execution of this Agreement will not conflict with CBI's Certificate of Incorporation, Bylaws, or any agreement to which CBI is a party or by which CBI may be bound. 4.5 BINDING EFFECT. This Agreement, and all documents and instruments contemplated hereunder, when duly executed and delivered, will constitute legal, valid, and binding obligations of CBI, enforceable in accordance with their respective terms (subject in the case of enforceability to (a) applicable bankruptcy, reorganization, moratorium, and similar laws relating to or affecting the enforcement of creditors' rights generally, and (b) general principles of equity). 4.6 COOPERATION WITH BANCFIRST. CBI will cooperate with BancFirst, to assist BancFirst in filing and processing BancFirst's applications to all Federal and state regulatory agencies which have jurisdiction to approve the Acquisition, the CBI Merger and the Bank Merger. 7 4.7 STOCK OF CBI. A total of 2,000,000 shares of $1.00 par value common stock of CBI are authorized, of which 889,650 shares are issued (including 5,000 treasury shares), and 884,650 shares are outstanding. All of such shares have been validly issued, and are fully paid and nonassessable. None of such shares were issued in violation of preemptive rights of any shareholder of CBI. Although in 1992 the directors and shareholders of CBI approved an amendment to CBI's Certificate of Incorporation to authorize 4,000,000 shares of CBI preferred stock, said amendment has not been filed with the Oklahoma Secretary of State's office, with the result that such preferred stock is not formally authorized and at this time cannot be issued. Outstanding options entitle the holders thereof to acquire an additional 177,850 shares of CBI Common Stock. Except as stated in the preceding sentence, there are no outstanding subscriptions, options or other agreements obligating CBI to issue additional shares or any other securities of any class. All of the issued and outstanding shares of capital stock of CBI have been issued in full compliance with all applicable Federal and state laws. 4.8 NO CHANGE IN NUMBER OF CBI SHARES, EXCEPT THROUGH EXERCISE OF OUTSTANDING OPTIONS. The number of issued and outstanding shares of CBI Common Stock or CBI preferred stock will not be reduced or increased between the date hereof and the Closing Date, except to permit the exercise of outstanding options to acquire an aggregate of 177,850 shares of CBI Common Stock. 4.9 CBI STOCK OWNERSHIP. At the Effective Time, BancFirst will acquire title to the CBI Common Stock, free and clear of all encumbrances, pledges, liens, contract rights, and restrictive legends and claims to ownership adverse to BancFirst. 4.10 STOCK OF CITY BANK. A total of 1,500,000 shares of $1.00 par value common stock of City Bank are authorized, issued, and outstanding. All of said shares are owned by CBI, have been validly issued, and are fully paid and, except as provided in 6 O.S. Section 220, nonassessable. None of such shares were issued in violation of preemptive rights of any shareholder of City Bank. There are no outstanding subscriptions, options, or other agreements obligating City Bank to issue additional shares or any other securities of any class. All of the issued and outstanding shares of capital stock of City Bank have been issued in full compliance with all applicable Federal and state laws. 8 4.11 NO CHANGE IN NUMBER OF CITY BANK SHARES. The number of issued and outstanding shares of stock of City Bank will not be reduced or increased between the date hereof and the Closing Date. 4.12 CITY BANK STOCK OWNERSHIP. At the Effective Time, CBI will own all of the outstanding shares of City Bank common stock, free and clear of all encumbrances, pledges, liens and contract rights, and restrictive legends and claims to ownership adverse to CBI. 4.13 ACCURACY OF FINANCIAL STATEMENTS AND CALL REPORTS. CBI's financial statements and City Bank's Consolidated Reports of Income and Condition at December 31, 1994, and June 30, 1995, are true and correct in all material respects, do not contain any misstatement of a material fact, or omit to state any fact required to make such financial statements not misleading, and present fairly the financial condition of CBI and City Bank, respectively, at those dates, and the results of the operations of CBI and City Bank for the calendar year and six-month period, respectively, then ended, in accordance with generally accepted accounting principles applied on a basis consistent with the previous practice of CBI and City Bank. 4.14 INTERIM FINANCIAL STATEMENTS. The financial statements of CBI and City Bank, prepared as of the close of business on the month-end preceding the Closing Date and delivered to BancFirst, together with all supplementary adjustments delivered to BancFirst that shall be necessary to reflect any permissible dividend or capital reduction (in accordance with Section 6.13) occurring between said month-end and the Closing, will be true and correct in all material respects, and will present fairly the financial condition of CBI and City Bank, respectively, as of the close of business on said date (or as of the effective date of the adjustments, as applicable), and the results of their respective operations for the period then ended, determined in accordance with generally accepted accounting principles consistently applied on the accrual method of accounting, and will be accompanied by a Certificate of CBI's President stating that, to his best knowledge and belief, no material obligation or liability of CBI or City Bank is not disclosed and adequately reserved against in such financial statements. ("Material" for the purposes of Sections 4.14 and 4.15 shall mean any one item having a probable adverse impact of $25,000, or any combination of items under Sections 4.14 and 4.15 having an aggregate probable adverse impact of $50,000.) 9 4.15 DISCLOSURE OF MATERIAL ADVERSE MATTERS. To the best of its knowledge, CBI has disclosed to BancFirst all information known to CBI, and not otherwise known by BancFirst, with respect to which there could be a material adverse effect on the ownership, the assets, the liabilities, or the operation of CBI or City Bank. 4.16 DISCLOSURE REGARDING LOANS. There will be no material facts or circumstances known to CBI or City Bank surrounding City Bank's loan documents or the collateral securing such loans which will not be readily discernible in City Bank's loan files. CBI will disclose to BancFirst any material facts or circumstances known to CBI or City Bank which would tend to require any of the following with respect to any City Bank loan: (1) reducing the value at which that loan is accounted for; (2) downgrading the status or classification category of that loan; or (3) adversely changing the conclusion concerning City Bank's actual priority or perfection of security interests or other collateral with respect to that loan, in contrast to the conclusion that most normally would be made by review of the loan file. 4.17 ADEQUATE LOSS RESERVES. The total of City Bank's specially allocated and general reserves is adequate to reflect risk of loss in that bank's portfolio of loans and of "other real estate owned." Notwithstanding the foregoing, City Bank will at all times attempt to maintain its reserves for loans at an amount not less than 1% of City Bank's gross outstanding loan balances. 4.18 LITIGATION. There is no pending and, to the best knowledge of CBI, no threatened litigation against CBI or City Bank except as reflected (as of the date of this Agreement) on "Schedule 4.18" attached hereto, or as separately disclosed to BancFirst (as of the Closing Date) in writing. 4.19 NO INDEMNIFICATION CLAIMS. There are no pending, and to the best knowledge of CBI no threatened, claims for indemnification against CBI or City Bank. 4.20 SHAREHOLDERS' CLAIMS. The shareholders of CBI do not have, and on the Closing Date will not have, any claims against CBI except for salaries and fees earned in the ordinary course of business. 4.21 RELATED-PARTY TRANSACTIONS. All transactions between CBI or City Bank and any of the shareholders of CBI, or any corporations or firms controlled by any of them, or in the management of which any of them are engaged, including loan transactions, have been lawfully made in the 10 ordinary course of business, have been fully disclosed to BancFirst (as they exist at the date of this Agreement), and, except for loan transactions or certificates of deposit, all such transactions may be terminated upon not more than twenty (20) days' prior written notice by CBI. All such transactions other than certificates of deposit issued by City Bank or loans are identified in "Schedule 4.21" attached hereto. A separate schedule of such transactions which are certificates of deposit issued by City Bank or loans shall be furnished to BancFirst within one week following the date of this Agreement, which schedule shall be to the best of City Bank's knowledge without making independent inquiry to shareholders. 4.22 SCHEDULED DOCUMENTS. Each contract, lease, pension plan, profit-sharing plan, employment agreement, deferred compensation contract, and insurance policy which requires payments by CBI or City Bank of $5,000 or more annually, or which binds CBI to make a series of future payments of $5,000 or more in the aggregate, are listed (as they exist on the dated of this Agreement) on "Schedule 4.22" attached hereto. Any such items entered into or arising between the date of this Agreement and the Closing will be separately disclosed to BancFirst in writing prior to the Closing. (For the purposes of this paragraph, deposit contracts and loan agreements shall not be included within the term "contract.") 4.23 NO DEFAULT. To the best knowledge of CBI, neither CBI nor City Bank is in default under any agreement. 4.24 EMPLOYEES. "Schedule 4.24" attached hereto is a list of all employee contracts, benefit plans and arrangements (including all collective bargaining, employment, compensation, pension, retirement, separation, vacation, sickness, insurance, welfare, profit sharing and bonus plans and agreements) under which CBI or City Bank has any obligation. Except as disclosed in Schedule 4.24, all employee benefits which are vested and payable, including without limitation group health insurance benefits and vacation benefits, have been accrued to the extent required by CBI's auditors. All of CBI's or City Bank's employees are employees at will and can be terminated at any time with or without cause. To the best of CBI's knowledge there exists no employment-related incident with respect to which CBI or City Bank could be sued, or a claim could be filed against CBI or City Bank, including without limitation any incident involving any worker's compensation claim; wrongful termination; discrimination; sexual harassment; violation of the Americans with Disabilities Act; or wrongful denial of benefits. 11 4.25 TAXES. All taxes, Federal and state, have been paid or accrued by CBI and City Bank, and CBI and City Bank have filed all required tax returns. 4.26 INSURANCE IN EFFECT. CBI's and City Bank's insurance policies are in full force and effect and cannot be canceled because of this Agreement, nor has CBI or City Bank received notice of cancellation of any such insurance policies. 4.27 NO REGULATORY AGREEMENTS. Neither CBI nor City Bank has entered into any memorandum of understanding with the Federal Reserve Board, Federal Deposit Insurance Corporation or Oklahoma State Banking Department or any other regulatory agency or entity, with respect to the conduct of CBI's or City Bank's business, nor is CBI or City Bank subject to any cease and desist order or other formal or informal regulatory agreement, and neither CBI nor City Bank has been notified or otherwise made aware of any fact or circumstance which might result in the entry of any such order or the making or imposition of any such regulatory agreement. 4.28 COMPLIANCE WITH LAWS. To the best knowledge of CBI, CBI and City Bank have not violated any laws or regulations applicable to the operation of CBI's and City Bank's business which could result in criminal liability, punitive damages, penalties, fines, or other significant financial liability to CBI or City Bank. 4.29 TITLE TO REAL ESTATE. CBI and City Bank, respectively, have, and at the Closing Date will continue to have, good and marketable title to all real estate carried as an asset on the books of CBI~and City Bank, respectively, at June 30, 1995. 4.30 TITLE TO PERSONAL PROPERTY. To the best knowledge of CBI, CBI and City Bank, respectively, have, and at the Closing Date will continue to have, good and marketable title to all personal property carried as an asset on the books of CBI and City Bank, respectively, at June 30, 1995 (including items of personal property which are fully depreciated). 4.31 ERISA. No events, including, without limitation, any "Reportable Event" or "Prohibited Transaction," as those terms are defined in the Employee Retirement Income Security Act of 1974 ("ERISA"), as amended, have occurred in connection with any "employee pension benefit plan," as defined in ERISA, of CBI, City Bank, or any other Affiliate of CBI or to which CBI, City Bank or any other Affiliate of CBI is required to contribute (herein called 12 a "Pension Plan") which has or might be expected to cause termination of such Pension Plan, or the appointment of a trustee to administer any such Pension Plan. No Pension Plan has been terminated under circumstances resulting in any liability of CBI, City Bank or any other Affiliate of CBI. CBI and City Bank have operated all Pension Plans so as not to result in any material liability for failure to comply with ERISA. Each Pension Plan meets the minimum funding standards of ERISA, whether or not waived, and full payment has or will be made on a timely basis of all amounts which CBI, City Bank or any other Affiliate of CBI is required to make under the terms of each Pension Plan as of the last day of the most recent fiscal year of the Pension Plan ending prior to the date hereof. The fair market value of the assets of each of the Pension Plans equals or exceeds the present value of accrued benefits under that Pension Plan. 4.32 ENVIRONMENTAL MATTERS. To the best knowledge of CBI, CBI and City Bank have been at all times and continue to be in compliance with any and all federal, state, and/or local environmental statutes, ordinances, rules, and/or regulations (hereinafter "environmental laws"), including, but not limited to, the Comprehensive Response Compensation and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, the Resource Conservation and Recovery Act, and the Federal Water Pollution Control Act. CBI has no knowledge of, and neither CBI nor City Bank has received any notice of, a violation of any such laws In addition, to the best knowledge of CBI, no petroleum products, hazardous materials, substances and waste, asbestos, PCB's, and/or other regulated substances as defined in any environmental laws, have been generated, used, manufactured, stored, disposed of, and/or transported from or in connection with any real estate owned or leased by CBI or City Bank, nor are any underground storage tanks as defined in any environmental laws currently located on or under any real estate owned or leased by CBI or City Bank. 5. REPRESENTATIONS AND WARRANTIES OF BANCFIRST. To induce CBI to enter into this Agreement and to consummate the Acquisition, BancFirst represents and warrants to CBI that the following matters are true and correct on the date of this Agreement and will be true and correct on the Closing Date: 5.1 AUTHORITY. Except for obtaining the approvals required by Section 7.1, the execution and performance of this Agreement by BancFirst are within its powers, and are not 13 in contravention of law or the terms of any indenture, agreement, or undertaking to which BancFirst is a party or by which it or its property is bound. 5.2 DIRECTORS' APPROVAL; RECOMMENDATION FOR SHAREHOLDER ACTION. The Board of Directors of BancFirst has approved this Agreement and, after the execution hereof, will recommend this Agreement and the Acquisition for approval by BancFirst's sole shareholder by written consent. 5.3 BINDING EFFECT. This Agreement, and all documents and instruments contemplated hereunder, when duly executed and delivered, will constitute legal, valid, and binding obligations of BancFirst, enforceable in accordance with their respective terms (subject in the case of enforceability to (a) applicable bankruptcy, reorganization, moratorium, and similar laws relating to or affecting the enforcement of creditors' rights generally and (b) general principles of equity). 5.4 ADEQUACY OF CAPITAL; COMPLIANCE WITH REGULATORY GUIDELINES; NOTIFICATION. BancFirst has sufficient capital to carry out the transactions contemplated by this Agreement, the CBI Merger Agreement and the Bank Merger Agreement, and such transactions as structured meet all known Federal and state bank regulatory guidelines. BancFirst does not know of any reason why such transactions would not be approved by all applicable regulatory authorities. BancFirst will promptly notify CBI of any event or circumstance which may occur or exist that could cause BancFirst to be unable or unwilling to consummate the transactions contemplated hereunder for any reason. 5.5 INVESTMENT PURPOSE. The Acquisition is being made for BancFirst's own account for investment, and with no present intention of resale or redistribution in violation of any federal or state securities law or regulation. 6. CBI'S ACTIONS. CBI shall perform or cause to be performed the following actions prior to the Closing Date: 6.1 OBTAINING ASSURANCES FROM C-TEQ, INC. Simultaneously with execution of this Agreement, CBI shall provide to BancFirst written assurances from C-Teq, Inc.: (a) that BancFirst, after acquiring the CBI Common Stock, will be able to terminate at will all contractual agreements between C-Teq, Inc., and CBI or City Bank, without penalty or payment of any liquidated damages; and (b) that BancFirst will be able to obtain item processing and 14 account processing services from C-Teq, Inc., on a month-to-month basis for up to six months following the Closing Date, and on the same terms and conditions that City Bank now enjoys with respect to those services. 6.2 DIVESTITURE OF C-TEQ INC. Prior to the Closing, City Bank will distribute to CBI, and CBI will spin off to its shareholders, the stock of C-Teq, Inc. CBI will take all steps necessary to obtain the release of the existing security interest in this stock held by Boatmen's First National Bank of Oklahoma. Except with regard to lease obligations as to which C-Teq, Inc., shall indemnify BancFirst in accordance with Section 6.3 below, CBI, prior to the Closing, shall eliminate any direct or contingent liability of CBI or City Bank with respect to the obligations of C-Teq, Inc., including without limitation direct indebtedness of C-Teq, Inc. Prior to the Closing, all items of equipment and software owned by City Bank and leased to C-Teq, Inc. shall be purchased by C-Teq, Inc. from City Bank at those items' then book value on City Bank's books. 6.3 INDEMNITY BY C-TEQ, INC. Prior to the Closing, C-Teq, Inc., shall deliver to BancFirst a written indemnity agreement as further consideration for BancFirst's closing of the Acquisition, indemnifying and holding BancFirst harmless with respect to any lease obligations of C-Teq, Inc., as to which CBI or City Bank has direct or contingent liability extending beyond the Effective Time. 6.4 OPERATION. From the date of this Agreement until the Closing Date, CBI and City Bank will be managed in a prudent manner in accordance with accepted banking practices. CBI and City Bank will advise and consult with BancFirst or its representatives prior to entering into any transaction which might have a material and adverse effect on the ownership or operation of CBI or City Bank. 6.5 MATERIAL CHANGE. Prior to the Closing, CBI shall promptly inform BancFirst in writing of any material adverse change in the condition of the business of CBI or City Bank. 6.6 ACCESS. During the period before the Closing, but following the date upon which the CBI shareholders approve the Acquisition, CBI shall afford to BancFirst and its officers, employees, accountants, counsel and other authorized representatives full access to and the right to inspect, review and make copies, as appropriate, of the records of CBI or City Bank, to view their 15 physical properties and communicate with key employees on a basis reasonably satisfactory to BancFirst. CBI will furnish or use its best efforts to cause its representatives to furnish promptly to BancFirst such additional financial and operating data and other documents and information related to the business and properties of CBI or City Bank as BancFirst or its representatives may from time to time reasonably request. 6.7 COPIES OF LOAN COMMITTEE REPORTS AND DOCUMENTS; MONTHLY MEETINGS WITH BANCFIRST; PRIOR NOTICE OF MATERIAL CHANGE IN TERMS. From the date of this Agreement until the Closing Date, CBI agrees to provide to BancFirst copies of all reports furnished at City Bank's loan committee meetings and other pertinent documents concerning CBI's and City Bank's operations. William O. Johnstone or another CBI or City Bank representative acceptable to BancFirst shall meet with Robert A. Gregory or such other person as may be designated by BancFirst as its representative, on a monthly basis to update BancFirst on CBI's and City Bank's operations, to furnish such written information as shall be required or reasonably requested, and to advise and consult with BancFirst as contemplated by Section 6.4. Notwithstanding the foregoing provisions regarding subsequent copies and monthly meetings, CBI agrees to cause City Bank to provide advance notice to BancFirst of any material change in performance status, collateralization, terms or conditions of any City Bank loan that was outstanding at July 31, 1995, and that has a balance in excess of $50,000. 6.8 TRANSITION ACTIVITIES. Beginning immediately after BancFirst has obtained all necessary regulatory approvals, and continuously thereafter through the Closing Date, CBI will permit BancFirst to have continuous access to CBI's and City Bank's facilities and records during normal business hours for the purpose of organizing and carrying out a smooth transition process in converting City Bank's locations into branches of BancFirst. 6.9 SHAREHOLDER MEETING. Promptly after the execution of this Agreement, CBI shall call a special meeting of its shareholders for the purpose of (a) approving this Agreement and (b) rescinding the unfiled 1992 amendment which authorized 4,000,000 shares of CBI preferred stock. 6.10 APPROVAL OF BANK MERGER. Immediately after CBI's shareholders have approved this Agreement, CBI as sole shareholder of City Bank will sign a written consent in lieu of meeting, approving the Bank Merger Agreement, 16 waiving the right to notice of a shareholder meeting of City Bank, and waiving publication of notice of a shareholder meeting, as provided in 6 O. S. 1104(B). 6.11 EXERCISE OF STOCK OPTIONS. CBI shall take whatever actions may be necessary to accomplish the result that immediately prior to the Closing Date there shall no longer be any outstanding options to acquire shares of CBI Common Stock. 6.12 TERMINATION OF STOCK OPTION PLANS. Any stock option plan which may permit the future granting of individual stock options to acquire shares of CBI Common Stock shall be terminated prior to the Closing Date. 6.13 LIMITATION ON DIVIDENDS OR RETURN OF CAPITAL TO SHAREHOLDERS. CBI shall not pay any dividend or make any return of capital to its shareholders (except to permit the spin-off of stock of C-Teq, Inc., as provided in Section 6.2). 6.14 ELIMINATION OF INDEBTEDNESS. CBI shall repay its indebtedness in full. 6.15 ELIMINATION OF LIFE INSURANCE POLICIES ON OFFICERS. Prior to the Closing Date, CBI and City Bank will divest, cancel or cash in, as appropriate, all life insurance policies insuring the lives of officers of CBI or City Bank. 6.16 DISPOSITION OF COUNTRY CLUB MEMBERSHIPS. CBI shall dispose of its country club memberships (in the Oklahoma City Golf and Country Club, the Quail Creek Golf & Country Club, and The Greens Country Club), which have a combined current book value of $37,208 on CBI's books. 6.17 COBRA AND RETIREE INSURANCE.COVERAGE. CBI and City Bank shall arrange that all persons who have COBRA coverage, or who are retired but are still insured, under City Bank's existing medical insurance plan, shall continue to be covered through a Prudential Health Care (PruCare HMO) plan of City Bank's affiliate, C-Teq, Inc., after the Closing Date. 6.18 VACATION BENEFIT PLAN. On or before December 31, 1995, CBI and City Bank shall amend their employee vacation benefit plan, if and as necessary, in order to ensure that, after a phase-out period ending not later than March 31, 1996, (i) no employee shall be entitled to take unused accrued vacation time that has been carried over from a prior year, (ii) no employee shall be entitled upon voluntary or involuntary termination to receive 17 payment in cash in lieu of unused accrued vacation time, and (iii) neither CBI nor City Bank will have any other liability with respect to employees' unused vacation time that would potentially require accrual in accordance with generally accepted accounting principles. 6.19 LEGAL OPINION OF COUNSEL TO WILLIAM O. JOHNSTONE. BancFirst shall receive an opinion of counsel to William O. Johnstone, in form and substance satisfying the requirements of that separate agreement referenced in Section 7.3 below. 7. BANCFIRST'S ACTIONS. BancFirst will perform or cause to be performed the following actions on or prior to the Closing Date: 7.1 REGULATORY APPROVALS. Within thirty (30) days following the completion of BancFirst's due diligence examination of CBI and City Bank, but in any event by not later than October 5, 1995, BancFirst will submit applications to, and thereafter will use its reasonable best efforts to obtain as quickly as possible all necessary approvals from, the Federal Reserve Board or the Federal Reserve Bank of Kansas City acting pursuant to delegated authority (the "Federal Reserve") and the Oklahoma State Banking Board (the "Banking Board"), as applicable, and any other governmental agency from which approval may be required, with respect to (a) the Acquisition, (b) the CBI Merger, (c) the Bank Merger, and (d) the establishment of branches of BancFirst at City Bank's existing locations. BancFirst shall furnish to CBI copies of all material filings between BancFirst and the applicable regulatory authorities. If any regulatory application by BancFirst is denied, or the regulatory agency requests that it be withdrawn and, in either case, BancFirst cannot effectively respond to or appeal the regulatory concerns that have been raised, BancFirst shall be deemed to have failed to obtain regulatory approval within the meaning of Sections 9.1 and 10.1 hereof. 7.2 COOPERATION. BancFirst shall deliver to CBI copies of all such filings and other correspondence given to or received from-the applicable regulatory agencies within three (3) business days after they have been given or received, as applicable. Although all such filings shall be the responsibility of BancFirst, BancFirst shall nevertheless advise and consult with CBI, acting through persons designated by CBI, on an ongoing basis with respect to the filings and all matters and events related thereto. BancFirst shall inform and make available to CBI, upon reasonable request by CBI from time to time, 18 all matters relating to the filings and their regulatory approvals. 7.3 SEPARATE AGREEMENT WITH WILLIAM O. JOHNSTONE. Simultaneously with execution of this Agreement, BancFirst shall execute a separate agreement with William O. Johnstone ("Johnstone"), on terms mutually satisfactory to BancFirst and Johnstone, setting out certain prohibited affiliations and prohibited activities of Johnstone and certain required services during a four-year period beginning on the Closing Date, and providing certain compensation to Johnstone. At the Closing, BancFirst shall pay to Johnstone the compensation required by said agreement. 8. ORDINARY COURSE OF BUSINESS. As an inducement for BancFirst to execute this Agreement, CBI agrees that from the date of this Agreement to the Closing Date, except as permitted by this Agreement or otherwise consented to or approved in writing by BancFirst: 8.1 The business of CBI and of City Bank, including, without limitation, making loans, shall be conducted only in the ordinary course and consistent with past practices, except that CBI and City Bank shall take such action as may be necessary to preserve CBI's and City Bank's material properties and assets, wherever located, and to comply with all applicable laws, ordinances, regulations, and orders of all governmental agencies and other regulatory authorities. 8.2 City Bank's President, William O. Johnstone, or his designee satisfactory to BancFirst, shall advise and consult with Robert A. Gregory (or any other designated representative of BancFirst) concerning the making of any new loan by City Bank in an amount exceeding $50,000, and concerning the purchase of any loan or loan participation regardless of amount. 8.3 Following the end of each month, CBI shall provide to BancFirst City Bank's monthly statement for the prior month and a verbal report of the status of CBI's and City Bank's operational matters. 8.4 CBI shall not (i) amend its Certificate of Incorporation or Bylaws, or (ii) change the number of authorized or issued shares of its capital stock (except to permit the exercise of stock options outstanding on the date of this Agreement as contemplated by Section 4.8. 8.5 CBI shall not allow City Bank (i) to amend City Bank's Certificate of Incorporation, or (ii) to change the 19 number of authorized or issued shares of City Bank's capital stock. 8.6 CBI shall not, and shall not allow City Bank to (i) sell any loans (except only the sale of such participations as shall be necessary to avoid an overline, and then only on a basis which would allow the participation to be later repurchased at the seller's option), (ii) except with the prior approval of BancFirst, purchase or sell any securities (other than purchasing U.S. Treasury obligations with a maturity of less than two years) or transfer any securities between the categories "available for sale" and "held to maturity," (iii) purchase or make any acquisition of all or any part of the assets, properties, capital stock, or business of, or make any investment in, any other person or entity, or merge or consolidate with any other person or entity (with the exception of steps taken to consummate the CBI Merger and the Bank Merger), except for purchases of fixed assets acquired in the ordinary course of business and not exceeding an amount of $25,000 in the aggregate, and except for temporary investments of excess cash in federal funds and U.S. Treasury obligations in the ordinary course of business and consistent with past practices, (iv) dispose of, encumber, or mortgage any of its assets or properties except in the ordinary course of its business and in any event not exceeding an amount of $25,000 in the aggregate, except for the permitted divestiture of C-Teq, Inc., as contemplated by Section 6.2, (v) incur any debt, liability, or obligation, direct or indirect, whether accrued, absolute, contingent, or otherwise, other than (1) current liabilities (other than for borrowings) incurred in the ordinary course of business and consistent with past practices, and (2) liabilities under new or existing insurance contracts entered into in the ordinary course of business and consistent with past practices, (vi) assume, guarantee, or in effect guarantee the obligations of any person or entity or (vii) waive, release, grant, or transfer any rights of material value, cancel, compromise, release, or assign any indebtedness owed to it or any claims held by it, or modify or change in any material respect any material contract or document, other than in the ordinary course of business. 8.7 CBI, with respect to both itself and City Bank, shall (i) preserve intact its business organization, (ii) keep available its services, and (iii) use its reasonable best efforts (a) to keep available its present employed officers and key employees whom BancFirst states a desire to employ and (b) to preserve the goodwill of its customers; provided, however, this provision shall not be 20 construed as an implied contract by BancFirst to continue any individual's employment. 8.8 CBI shall not, and shall not allow City Bank to (i) without BancFirst's prior approval, increase the annual salary or fringe benefits payable or to become payable by it to any of its officers, (ii) make any payment or provision with respect to any bonus, profit sharing, stock option, employee stock ownership, pension, retirement, deferred compensation, employment, or other payment plan, agreement, or arrangement for the benefit of employees of CBI or City Bank which would create any obligation on the part of BancFirst following the Closing Date, (iii) grant any stock options, warrants, or stock appreciation rights, or (iv) enter into any employment agreement or other contract or arrangement with an officer or other employee with respect to the performance of personal services; provided, however, CBI or City Bank may unilaterally pay any amount to its employees, or accrue any such amount for payment, if the after-tax financial impact of such action is fully accrued for purposes of determining compliance with CBI's minimum capital requirement pursuant to Sections 8.11 and 9.2. 8.9 Without the prior approval of BancFirst, or as elsewhere expressly authorized in this Agreement, neither CBI nor City Bank shall execute any new contract, renewal contract or contract extension (excluding loan and deposit contracts) for a term that will extend past the anticipated Closing Date and involving total payments of $5,000 or more. 8.10 CBI shall not cause or permit any of its or City Bank's current insurance contracts to be canceled or terminated or any of the coverage thereunder to lapse, unless simultaneously with such cancellation, termination, or lapse, replacement policies providing coverage equal to or greater than the coverage under the canceled, terminated, or lapsed policies for substantially similar premiums are in full force and effect. 8.11 CBI shall not take any action that would cause its equity capital at Closing, determined in accordance with generally accepted accounting principles, to be less than $13,000,000. 8.12 CBI shall cause City Bank's reserves to be not less than the minimum amount required by Section 4.17. 8.13 CBI shall not, and shall not allow City Bank to, enter into any agreement or commitment to do any of the things which would be in violation of this Agreement. 21 8.14 CBI shall not, and shall not allow City Bank: (i) to make or accept any intercompany transfers of cash or other assets (including without limitation dividends or capital contributions) between any of CBI, City Bank and C-Teq, Inc., with the following permitted exceptions: (a) transfers permitted by Section 6.2 or existing intercompany contractual arrangements; (b) dividends by City Bank to CBI to allow CBI to pay its liabilities; and (c) temporary advances by City Bank to C-Teq, Inc., which advances shall be repaid to City Bank prior to the Effective Time; OR (ii) to modify the terms or conditions of existing intercompany contractual relationships, written or oral, between any of CBI, City Bank and C-Teq, Inc. 8.15 Except as permitted by Section 6.2, CBI shall not pay any dividend or make any return of capital to its shareholders. 9. BANCFIRST'S TERMINATION. Absence of the matters listed in this section is a condition precedent to BancFirst's obligations. BancFirst will have the right to terminate this Agreement if any of the following conditions exists or is continuing as of the date specified with respect to each: 9.1 LACK OF REGULATORY APPROVAL. The failure of BancFirst to obtain any of the approvals of the Federal Reserve or of the Banking Board or other governmental agency from which approval is required, as contemplated by Section 7.1 of this Agreement, on or before the Closing Date. 9.2 LACK OF REQUIRED MINIMUM CAPITAL. The failure of CBI's equity capital (the sum of capital stock, surplus and undivided profits), determined in accordance with generally accepted accounting principles, to equal at least $13,000,000 as of the Closing Date. 9.3 ADVERSE CHANGE. The occurrence prior to the Closing Date of: (i) any event or condition (or series of events or conditions) which would constitute an aggregate adverse change of $100,000 or more in the condition or financial 22 circumstances of City Bank or CBI, which has not been adequately provided for; or (ii) a single event or condition which would constitute an adverse change of $100,000 or more in the condition or financial circumstances of City Bank or CBI and which indicates a trend of deterioration in the quality of assets of City Bank or CBI occurring subsequent to the date of this Agreement, regardless of whether such event or condition has been adequately provided for. (Changes in the market value of City Bank's securities within the category "held to maturity" shall not be considered an adverse change for purposes of this Agreement.) 9.4 DEFAULT. Failure by CBI to comply in all material respects with the obligations of CBI to be performed under this Agreement at or before the Closing Date, and the failure by CBI to cure such failure to comply within the time and in the manner set forth in Section 11, below. If BancFirst obtains the right to terminate this Agreement under this Section 9.4, then the right of termination shall continue for a period of thirty (30) days. If BancFirst does not exercise its right of termination within such thirty-day period, then BancFirst shall be deemed to have waived its right to terminate. 9.5 REPRESENTATIONS AND WARRANTIES OF CBI. The failure of the representations and warranties of CBI contained herein to be true and correct in all material respects at the Closing Date with the same force and effect as though made at and as of such time, and the failure by CBI to cure such failure in such a manner that its representations and warranties will become true and correct within the time and in the manner set forth in Section 11, below. If BancFirst obtains the right to terminate this Agreement under this Section 9.5, then the right of termination shall continue for a period of thirty (30) days. If BancFirst does not exercise its right of termination within such thirty-day period, then BancFirst shall be deemed to have waived its right to terminate. 9.6 DELAY OF CLOSING. Failure of the Closing to occur on or before the Termination Date stated in Section 3.1. The foregoing right to terminate will be exercised by BancFirst's delivery of written notice of termination to CBI. If BancFirst fails to exercise the foregoing rights to terminate or provides to CBI written waiver of the existing conditions listed above, 23 BancFirst will be bound to perform this Agreement as if Section 9 were not a part of this Agreement. 10. CBI'S TERMINATION. Absence of the matters listed in this section is a condition precedent to CBI's obligations. CBI will have the right to terminate this Agreement if any of the following conditions exists or is continuing on the date specified with respect to each: 10.1 LACK OF REGULATORY APPROVAL. The failure of BancFirst to obtain any of the approvals of the Federal Reserve or of the Banking Board, or other governmental agency from which approval is required, as contemplated by Section 7.1 of this Agreement, on or before the Closing Date. 10.2 DEFAULT. Failure by BancFirst to comply in all material respects with the obligations of BancFirst to be performed under this Agreement at or before the Closing Date, and the failure by BancFirst to cure such failure to comply within the time and in the manner set forth in Section 11, below. If CBI obtains the right to terminate this Agreement under this Section 10.2, then the right of termination shall continue for a period of thirty (30) days. If CBI does not exercise its right of termination within such thirty-day period, then CBI shall be deemed to have waived its right to terminate. 10.3 REPRESENTATIONS AND WARRANTIES OF BANCFIRST. The failure of the representations and warranties of BancFirst contained herein to be true and correct in all material respects at the Closing Date with the same force and effect as though made at and as of such time, and the failure by BancFirst to cure such failure in such a manner that its representations and warranties will become true and correct within the time and in the manner set forth in Section 11, below. If CBI obtains the right to terminate this Agreement under this Section 10.3, then the right of termination shall continue for a period of thirty (30) days. If CBI does not exercise its right of termination within such thirty-day period, then CBI shall be deemed to have waived its right to terminate. 10.4 DELAY OF CLOSING. Failure of the Closing to occur on or before the Termination Date. CBI shall give written notice of termination to BancFirst in the same manner and with the same effect as specified in Section 9. BancFirst shall give CBI prompt notice if any approval referenced in Section 10.1 has been denied and is not appealed or, if appealed, after such appeal is unsuccessful. 24 11. DEFAULT. In the event BancFirst or CBI fails to perform any of its respective obligations contained in this Agreement or if any of BancFirst's or CBI's representations and warranties fails to be true and correct in all material respects, the party claiming default will serve written notice specifying the nature of such default and demanding performance. If such default has not been cured within twenty (20) days after receipt of such default notice, the nondefaulting party will thereafter have the right to terminate this Agreement and be discharged from all further obligations hereunder and to exercise all remedies arising at law or in equity by reason of such default, including, without limitation, specific performance of this Agreement. 12. PUBLIC ANNOUNCEMENTS. BancFirst and CBI shall obtain each other's approval, which shall not be unreasonably withheld, before issuing any press releases or otherwise making any public statements with respect to the transactions contemplated by this Agreement, the CBI Merger Agreement and the Bank Merger Agreement, unless such disclosure is required by applicable law or regulation. 13. NONDISCLOSURE OF INSIDER INFORMATION; NO SECURITIES TRADING PRIOR TO PUBLIC DISCLOSURE. Until such time as the existence of this Agreement has been made public, each person with knowledge of the negotiations (including any such person who is an officer, director or shareholder of CBI, City Bank, BancFirst Corporation or BancFirst), shall refrain from (i) purchasing or selling any security of CBI or BancFirst Corporation; or (ii) communicating any material information concerning the negotiations and Agreement to any person, except as necessary in order to carry out the proposed transactions. 14. CUSTOMER OR OTHER PROPRIETARY INFORMATION. Bancfirst shall hold, and shall cause each of its representatives to hold, in strict confidence all customer or other proprietary information of CBI or City Bank which BancFirst has obtained during due diligence or subsequently (including all information that is not a matter of public record, except such information as may be required to be disclosed in BancFirst's applications for regulatory approvals or to prepare to consummate the Acquisition). If the transactions contemplated by this Agreement are not consummated, such confidence shall be maintained, all copied documents and workpapers extracted from documents shall be returned to CBI, and BancFirst shall not actively use, or allow others to use, any information which it has obtained for any purposes, including solicitation of City Bank's customers. 25 15. MISCELLANEOUS. It is further agreed as follows: 15.1 TIME. Time is of the essence of this Agreement. 15.2 NOTICE. Any notice required hereunder must be in writing and given by depositing the same in the United States mail, addressed to the party to be notified, postage prepaid and certified, with return receipt requested, or by delivering the same in person. Such notice shall de deemed received on the first business day following the actual date of hand delivery, or on the third business day following the date on which it is so mailed. For purposes of notice, the addresses of the parties shall be as follows: If to CBI: City Bankshares, Inc. 204 N. Robinson P.O. Box 24500 Oklahoma City, Oklahoma 73124-0500 Attn: Mr. William O. Johnstone, President & Chairman with a copy to: Mr. Len Cason, Esq. Hartzog, Conger & Cason 1600 Bank of Oklahoma Plaza Oklahoma City, Oklahoma 73102 If to BancFirst: BancFirst 101 N. Broadway P. O. Box 26788 Oklahoma City, Oklahoma 73126-0788 Attn: Mr. David E. Rainbolt, President & C.E.O. with a copy to: Mr. Charles E. Cheatham, Esq. Cheatham & Womble, P. C. 6520 N. Western, Suite 300 Oklahoma City, Oklahoma 73116 15.3 STANDARD OF KNOWLEDGE AND OF DISCLOSURE. For the purposes of this Agreement an individual corporate officer shall be deemed to have knowledge of some fact or matter, or to have received disclosure of some fact or matter, only if that person has or receives actual knowledge of the fact or matter. Any fact or matter which an officer "should have known," were it not for his neglect, inattention or other lapse of duty, shall not be deemed to be actually known by that person for purposes of this Agreement. A corporation shall be deemed to have knowledge of a fact or matter, or to have 26 received disclosure of a fact or matter, only if an officer of that corporation having a title of Vice President or higher rank has actual knowledge, or receives actual knowledge, of that fact or matter, as applicable. 15.4 ENTIRE AGREEMENT. This instrument, together with the CBI Merger Agreement and the Bank Merger Agreement, constitutes the entire agreement between BancFirst and CBI and there are no agreements, understandings, warranties, or representations between the parties except as set forth herein and therein. This Agreement cannot be amended except in writing executed by BancFirst and CBI. 15.5 BINDING EFFECT. This Agreement will be jointly and severally binding on CBI and on BancFirst, and will inure to their benefit. 15.6 ATTORNEYS' FEES. If either party institutes an action or proceeding against the other relating to the provisions of this Agreement or any default hereunder, the unsuccessful party to such action or proceeding will reimburse the successful party therein for the reasonable expenses of attorneys' fees and disbursements incurred by the successful party. 15.7 NO WAIVER. No waiver of any action or default by any party will be implied from the failure by the other party or parties to take any action in respect of such default. No express waiver of any existing condition or default will affect any other default or extend any period of time for performance other than as specified in such express waiver. One or more waivers of any default in the performance of any provisions of this Agreement will not be deemed a waiver of any subsequent default in the performance of the same provisions or any other provision. The consent to or approval of any act or request by any party will not be deemed to waive or render unnecessary the consent to or approval of any subsequent similar act or request. The rights and remedies provided in this Agreement are cumulative and no right or remedy will be exclusive of any other, or of any other right or remedy at law or in equity which any party might otherwise have by virtue of a default under this Agreement and the exercise of any right or remedy by any party will not impair such party's standing to exercise any other right or remedy. 15.8 SEVERABILITY. If any provision of this Agreement is, to any extent, declared by a court of competent juris- 27 diction to be invalid or unenforceable, the remainder of this Agreement (or the application of such provision to persons or circumstances other than those in respect of which the determination of invalidity or unenforceability was made) will not be affected thereby and each provision of this Agreement will be valid and enforceable to the fullest extent permitted by law. 15.9 CAPTIONS. The captions of the sections and subsections of this Agreement are for convenience only and are not intended to affect the interpretation or construction of the provisions herein contained. 15.10 COUNTERPART EXECUTION. This Agreement may be executed in counterparts, each of which will constitute a single instrument. IN WITNESS WHEREOF, this instrument has been executed to be effective on the date first above written. "BANCFIRST" BANCFIRST 101 N. Broadway P. O. Box 26788 Oklahoma City, Oklahoma 73126 By: /s/ David E. Rainbolt ------------------------------ David E. Rainbolt, President & C.E.O. ATTEST: /s/ Linda Frank - -------------------------------- Linda Frank, Assistant Secretary "CBI" CITY BANKSHARES, INC. 204 N. Robinson P. O. Box 24500 Oklahoma City, Oklahoma 73124-0500 By: /s/ William O. Johnstone ------------------------------ William O. Johnstone, President & Chairman ATTEST: /s/ Jan R. Stratz - -------------------------------- Jan R. Stratz, Secretary 28 SCHEDULE 4.18 PENDING OR THREATENED LITIGATION PENDING LITIGATION: [List] THREATENED LITIGATION: [List] 29 LITIGATION - -------------------------------------------------------------------------------- LITIGATION REPORT - -------------------------------------------------------------------------------- July 31, 1995 On December 15, 1994, H.D. Mills dba Southwest Salvage, Inc. filed suit in the Eighteenth Judicial District, Sedgwick County, Kansas, naming City Bank & Trust as co-defendant along with Associated Business Services, Inc.; Boots, Inc.; The Mull corporation; Jerry Simeroth dba S&S, Inc.; Earl Haskins Company; American Builders Supply; and SL Manufacturing seeking $4,950 plus interest and legal costs. The Plaintiff alleges that he was not paid for labor and materials provided pursuant to an agreement with the general contractor, Associated Business Services, Inc., in connection with the construction of an InCahoots nightclub located in Wichita, Kansas. He is seeking payment from Associated Business Services, Inc. and/or from Boots, Inc., the owner of the club. Mr. Mills is seeking a judgment determining the amount and validity of the lien claims of the remaining defendants, City Bank & Trust, The Mull Corporation, Jerry Simeroth dba S&S, Inc., Earl Haskins Company, American Builders Supply and SL Manufacturing. /s/ Jan R. Stratz - ------------------------------------- Jan R. Stratz, VP/Corporate Secretary SCHEDULE 4.21 RELATED-PARTY TRANSACTIONS [List] 30 PAGE 1 OF 4 RELATED PARTY TRANSACTIONS -------------------------- September 25, 1995
Customer Loan Note Face Current Maturity Shareholder Number Number Date Amount Rate Balance Note - ----------- -------- ------ ---- ------ ---- ------- -------- Bodman, John O. - --------------- Bodman, John O. 7013010 4146 01-Jul-91 35,000,00 Liberty+.50 30,000.00 01-Jul-96 Browne, Cheryl - -------------- Browne, Cheryl 11174 20287(R) 15-Sep-92 10,000.00 CBBR 0.00 15-Sep-95 Browne, Stephen B., - ------------------- Browne, Stephen B. 11184 90638(R) 03-Mar-89 1,140,000.00 NYP+.25 180,300.00 03-Jun-96 Edwards, Carl E., Jr. 21210 20023 03-Feb-92 34,000.00 NYP+.50 28,762.94 03-Feb-96 Manchester, Robert A., III 54463 20039 24-Feb-92 29,339.02 9.25 28,672.13 18-Jul-96 Moore, Edward L. 58009 40668 27-Dec-94 250,000.00 CBBR 6,363.38 01-Dec-95 R. C. Cola Bottling Company 72102 LC #244 03-Mar-94 4,000.00 NYP+.25 0.00 03-Mar-96 Louisianna Bottling Ltd. 53325 40233(R) 02-Jun-94 20,000.00 NYP+.25 600.00 29-Dec-95 Elam, Theodore M. - ----------------- Elam, Theodore M. 23262 60012(R) 29-Jan-86 100,000.00 NYP+1 46,526.38 21-Jun-96 Frank Fink Company - ------------------ Frank Fink Company 29164 20257 17-Mar-94 445,594.24 NYP+1 399,164.39 17-Sept-02 Frank Fink Company 29164 30517 17-Mar-94 174,494.42 NYP+1 156,252.87 17-Sep-02 Levy, Harrison, Jr. 52162 40156(R) 11-Apr-94 100,000.00 NYP+.75 1,000.00 11-Jan-96 Levys & Shdeeds 52170 90696 18-Aug-89 165,000.00 NYP+.50 68,056.03 18-Aug-99 Levy & Shdeed 52178 20504(R) 13-Nov-92 25,000.00 NYP+.75 10,847.85 14-May-96 Andeel,Farha,Farha, Levy,Shdeed... 3955 30485 02-Nov-93 885,376.24 NYP+.75 825,095.97 20-Nov-03 Hanstein, Karen - --------------- Hanstein, Mark T. & Karen R. 34438 30163 16-Apr-93 12,427.07 6.50 0.00 16-Oct-96 Hanstein, Mark T. & Karen R. 34438 50451 17-Aug-95 10,000.00 9.25 9,206.03 17-Sep-96 Mark T. Hanstein, DDS, Inc. 34468 40473 06-Oct-94 30,000.00 NYP+.50 18,216.58 19-Oct-96 Hunt, Bob B. - ------------ Hunt, Bob B. 38190 20286(R) 15-Sep-92 10,000.00 CBBR 0.00 15-Sep-96 Hunt, Bob B. 38190 60176 14-Oct-86 100,000.00 7.75 100,000.00 02-Aug-96 Hunt, Bob B. 38190 70317 21-May-87 565,000.00 NYP+1 561,388.91 05-Feb-10 Hunt, Bob B./Progressive Royalty 38118 20291 05-Oct-92 57,865.95 CBBR+1 18,608.05 05-Dec-95 PAGE 2 OF 4 RELATED PARTY TRANSACTIONS -------------------------- Hunt Engineering, Inc. - ---------------------- Hunt Engineering, Inc. 38100 LC #258 14-Dec-94 25,000.00 CBBR+l 0.00 14-Dec-95 King, Tom L. - ------------ King, Tom L. 49524 20294(R) 15-Sep-92 10,000.00 NYP+.25 0.00 16-Sep-96 King, Tom L. & Jill Click 49524 40411 09-Aug-94 480,000.00 NYP+.25 316,294.52 09-Aug-09 Jacobs, Robert L. 001-3005071 06-Mar-95 15,173.92 10.00 12,884.50 28-Jan-98 Lynn, C. Stephen - ---------------- Lynn, C. Stephen 54021 20293(R) 15-Sep-92 10,000.00 CBBR 0.00 15-Sep-95 Lynn, C. Stephen 54021 30224(R) 25-May-93 100,000.00 NYP+1 100,000.00 25-Nov-95 Lynn, C. Stephen 54021 50120 08-Mar-95 61,750.00 NYP+.50 61,750.00 08-Sep-95 Lynn, C. Stephen/Edwards, Greg 56210 30253(R) 16-Jun-93 250,000.00 NYP+1 250,000.00 25-Nov-95 L S B - ----- Golsen, Jack 32010 40429(R) 23-Aug-94 400,000.00 CBBR 229,000.00 20-Feb-96 Golsen, Jack & Sylvia 32013 50022 18-Jan-95 900,000.00 NYP+.50 276,543.00 18-Jul-96 Golsen Petroleum Corp. 32025 40549 05-Dec-94 292,500.00 CBBR 225,000.00 04-Mar-98 Norick, Ronald J. - ----------------- Norick, Ronald J, 61192 10059 25-Mar-91 255,634.24 8.75 190,007.68 04-Apr-96 Norick, Ronald J. 61192 20288(R) 15-Sep-92 10,000.00 CBBR 0.00 15-Sep-95 Norville, Richard - ----------------- Norville Oil Co. 61432 30036(R) 28-Jan-93 700,000.00 NYP+.25 0.00 28-Jan-96 Norville Oil Co. 61432 40224 12-May-94 250,000.00 7.50 29,178.19 12-Nov-95 Raupe, F. Davis - ---------------- Raupe, F. Davis 73477 50053(R) 31-Jan-95 100,000.00 NYP+.25 0.00 01-Feb-96 Raupe, F. Davis 73477 LC #263 01-Jan-95 131,250.00 NYP+.25 0.00 31-Jan-96 Eureka Water Co. 25453 50234(R) 01-Jul-85 300,000.00 NYP+.25 100.00 01-Jul-96 Raupe, Steven Davis - ------------------- Raupe, Steve 73488 50467 24-Aug-95 15,000.00 NYP+.25 14,500.00 24-Feb-98 Roberts, Dave - ------------- Roberts, K. Susan & K. David 001-1004257 25-Aug-94 14,029.00 9.50 9,520.09 07-Sep-97 PAGE 3 OF 4 RELATED PARTY TRANSACTIONS -------------------------- Shdeed, William - --------------- Shdeed, William F. 78393 70410(R) 15-Oct-87 150,000.00 NYP+.75 45,125,56 12-Oct-95 Shdeed, William & Pamela 78393 20001 13-Jan-92 27,961.83 NYP+.50 2,292.89 10-Jan-96 Shdeed, Wm & Pamela '82 Trusts 94176 40412 11-Aug-94 25,000.00 NYP+.75 19,000.00 21-Aug-97 Levys & Shdeeds 52170 90696 18-Aug-89 165,000.00 NYP+.50 68,056.03 18-Aug-99 Levy & Shdeed 52178 20504(R) 13-Nov-92 25,000.00 NYP+.75 10,847.85 14-May-96 Andeel,Farha,Farha, Levy,Shdeed... 3955 30485 02-Nov-93 885,376.24 NYP+.75 825,095.97 20-Nov-03 Harroz Trusts & Shdeeds 34880 50045 30-Jan-95 350,000.00 NYP+.50 80,386.57 21-Feb-96 Harroz & Shdeed Trusts 47389 30538 08-Dec-93 400,000.00 NYP+.50 338,586.74 18-Dec-03 Stough, Daniel R. M.D., Inc. - ---------------------------- Phyllis J. Stough Revocable Trust 81896 30288 16-Jul-93 300,000.00 NYP+1.50 264,970.10 19-Jul-08 Phyllis J. Stough Revocable Trust 81896 30298(R) 19-Jul-93 125,000.00 NYP+1.25 300.00 18-Jun-96 Thomas, Noble - ------------- Thomas, Noble K. & Lou Ann 84096 30355 26-Aug-93 156,800.00 NYP+1.25 144,330.93 26-Aug-08 Webster, Ken - ------------ Webster, Kenneth R. & Sara A. 92709 30441(R) 15-Oct-93 200,000.00 NYP+.50 0.00 02-Oct-95 Weir, Marshall Trust - -------------------- TMS Realty Corp. 300834 10045 01-Mar-91 212,500.00 10.00 145,200.65 15-May-96 TMS Realty Corp. 300834 10129 11-Jul-91 90,690.09 NYP+2 86,030.71 11-Jul-06 TMS Realty Corp. 300834 30077 26-Feb-93 180,000.00 NYP+1.50 146,901.41 26-Jan-03 TMS Realty Corp. 300834 50457 24-Aug-95 416,612.75 NYP+l.25 416,612.75 24-Aug-05
PAGE 4 OF 4 RELATED PARTY TRANSACTIONS --------------------------
Shareholder Accounts as of 9/25/95 Balance Mr. or Mrs. Bob B. Hunt $100,000.00 CD-1 year auto renewal; currently at 5.75% to renew 8/2/96 Wm. O. Johnstone $2,190.66 90 day auto renew/3.00%/next renewal 10/23/95 Wm. O. Johnstone $5,000.00 1 year auto renew/3.00%/next renewal 04/01/96 Children's Medical Research $1001000.00 1 year/6.50%/due 2/10/96 Special CARE, Inc. $1001000,00 1 year CD @ 6.00%; next maturity 8/1/96
SCHEDULE 4.22 SCHEDULED DOCUMENTS CONTRACTS AND AGREEMENTS REQUIRING PAYMENTS OF $5,000 OR MORE: Item: Amount: ----- ------- 31 Schedule 4.21 Related-Party Transactions Non-loan Transactions with Insiders William Shdeed Monthly lease payments 122nd & McArthur 3,750.00 All American Bottling Company Furnishes soft drink vending machines at three of City Bank's locations. City Bank receives no commissions or rent from these sales and therefore no monetary interest in the transactions. City Bank incurs limited liability by virtue of the equipment being on it's premises and due to any property taxes associated with the equipment. Eureka Water City Bank purchases water on a monthly basis from Eureka Water. Eureka is owned by Dave Raupe, a shareholder. William F. Shdeed, Attorney for Shdeed & Hartmann, has been retained as our legal counsel for services on Broadway Business Park II.
Schedule 4.22 Scheduled Documents Contracts and Agreements Requiring Payments of $5,000 or more: Expiration Item: Date Amount - --------------------------------------------------------------------------- Building Lease(downtown) 28-Feb-2003 3,031,613.40 (over life of lease) 2,272,668.30 Remaining as of 9/11/95 Building Lease (122nd & McArthur) 30-Apr-99 225,000.00 (over life of lease) 165,000.00 Remaining as of 9/11/95 Building Lease (Mercy) 30-Jul-98 11,649.60 (1)(over life of lease assuming prior term lease rate) Land Lease 63rd & Western 30-Sep-99 30,000.00 (2)(over life of lease assuming renewal lease rate) Wright Investments 30-Jun-96 25,000.00 (over life of lease) 20,833.30 Remaining as of 9/11/95 C-Teq lease with Clayton Hayes 31-Jan-2001 12,850.00 (3) Monthly 154,200.00 Annual 822,400.00 Remaining as of 9/11/95 F1 Serve 31-Mar-98 3,950.00 (4) Monthly 47,400.00 Annual 122,450.00 Remaining as of 9/11/95 Plexar II 27-Oct-98 1,797.51 Monthly 21,570.12 Annual 66,507.87 Remaining as of 9/11/95 Diebold (equipment maintenance) 23,013.00 Annually North American Insurance D&O 11,473.55 Annually North American Insurance Contents 34,854.65 Annually North American Insurance Blanket Bond 18,687.98 (5) 3yrs COMP Risk Management Inc.(workers comp) 9,266.00 Annually Families First (5yr commitment beginning June 96) 3,000 Annually 15,000 Total
(1) Lease expired as of June 30, 1995. No documentation that renewal 3yr period has been exercised. (2) Lease expired as of October 31, 1994. There was no indication that the lease had been renewed under the renewal terms of the agreement. From 11/1/94 to current the bank is continuing to pay the old monthly lease amount of $400. (3) Includes taxes, insurance and landlord provided leasehold improvements (4) Based upon average monthly billing (5) Blanket bond was paid for a 3 yr period expiring June 30, 1996 SCHEDULE 4.24 EMPLOYEE CONTRACTS, BENEFIT PLANS AND ARRANGEMENTS 32 Schedule 4.24 Employee, Contracts, Benefit Plans and Arrangements Profit Sharing Plan for Employees of City Bankshares, Inc. Savings and Incentive plan for City Bankshares, Inc. EXHIBIT A CERTIFICATE OF ACQUISITION BancFirst, an Oklahoma banking corporation, pursuant to Section 1090.1 of Title 18 of the Oklahoma Statutes, DOES HEREBY CERTIFY: FIRST. That the name and jurisdiction of incorporation of each corporation which is a party to that certain Agreement and Plan of Reorganization, dated September __, 1995 (the "Agreement"), is BancFirst, Oklahoma City, Oklahoma, an Oklahoma banking corporation, and City Bankshares, Inc., an Oklahoma corporation; SECOND. That the Agreement has been approved, adopted, certified, executed, and acknowledged in accordance with the provisions of Section 1090.1 of Title 18 of the Oklahoma Statutes; THIRD. That, pursuant to the Agreement, BancFirst will acquire all of the outstanding shares of stock of City Bankshares, Inc.; FOURTH. That the executed Agreement is on file at the principal place of business of BancFirst at 101 N. Broadway, Oklahoma City, Oklahoma, and of City Bankshares, Inc., at 204 N. Robinson, Oklahoma City, Oklahoma; FIFTH. That a copy of the Agreement will be furnished by BancFirst and City Bankshares, Inc., on request and without cost, to any of their respective shareholders; and SIXTH. That the Agreement and the reorganization being effected pursuant thereto shall become effective immediately upon the filing of this Certificate in the office of the Secretary of State of the State of Oklahoma. IN WITNESS WHEREOF, BancFirst has caused this Certificate to be signed by its President and attested by its Secretary this __ day of ___________, 199__. BANCFIRST ATTEST: By: ----------------------------- David E. Rainbolt, President - ---------------------------- & C.E.O. Randy Foraker, Secretary (SEAL) APPROVAL OF THE OKLAHOMA BANKING BOARD I hereby certify that the acquisition of City Bankshares, Inc., Oklahoma City, Oklahoma, by BancFirst, Oklahoma City, Oklahoma, has been approved by the Oklahoma Banking Board. Witness my hand and official seal this ____ day of __________ 199_, at Oklahoma City, Oklahoma. ------------------------------------------ Mick Thompson, State Bank Commissioner and Chairman of the Oklahoma Banking Board (SEAL) EXHIBIT B AGREEMENT AND PLAN OF REORGANIZATION AND MERGER THIS AGREEMENT AND PLAN OF REORGANIZATION AGREEMENT AND MERGER (the "Merger Agreement") is made and entered into as of the ____ day of September, 1995, by and between BancFirst, Oklahoma City, Oklahoma, and City Bankshares, Inc. ("CBI"). W I T N E S S E T H: WHEREAS, BancFirst is an Oklahoma banking corporation; and WHEREAS, CBI is an Oklahoma corporation having an authorized capital stock consisting of 2,000,000 shares of common stock, par value $1.00 per share (the "CBI Common Stock"); and WHEREAS, BancFirst and CBI have entered into an Agreement and Plan of Reorganization, dated September __, 1995 (the "Reorganization Agreement"), pursuant to which BancFirst will acquire all of the outstanding shares of CBI Common Stock in a share acquisition pursuant to Section 1090.1 of the Oklahoma General Corporation Act; and WHEREAS, the parties desire that, immediately following the acquisition by BancFirst of all of the outstanding shares of the CBI Common Stock pursuant to the Reorganization Agreement, CBI be merged with and into BancFirst under the terms of this Merger Agreement and in accordance with the laws of the State of Oklahoma. NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements herein contained, the parties agree as follows: 1. THE MERGER AND RELATED MATTERS. 1.01 THE MERGER. At the Effective Time, as defined in Section 1.02 hereof, CBI shall be merged with and into BancFirst (the "Merger"), and BancFirst shall be (and is hereinafter sometimes referred to as) the "Resulting Bank", which shall have the name "BancFirst". 1.02 EFFECTIVE TIME. The parties intend that the Merger be accomplished immediately following the acquisition by BancFirst of all of the outstanding shares of the CBI Common Stock pursuant to the Reorganization Agreement, but in any event not until after said acquisition has first occurred. Subject to the terms of and upon satisfaction of all of the conditions specified in this Merger Agreement and the Reorganization Agreement, and subject to satisfaction of all requirements of law, including receipt of approval of the Merger and this Merger Agreement by the Oklahoma State Banking Board, the prior written consent to the Merger pursuant to Section 18(c) of the Federal Deposit Insurance Corporation Act by the Federal Reserve Board or the Federal Reserve Bank of Kansas City acting under delegated authority, the obtaining of the approval of the respective shareholders of BancFirst and CBI, and the expiration of any statutory waiting periods, the time when the Merger shall become effective (the "Effective Time") shall be the last of the following times: 1) the date of issuance of a Certificate of Merger by the Banking Board; 2) the time of filing by BancFirst of a Certificate of Merger substantially in the form attached hereto as Attachment 1 in the Office of the Secretary of State of the State of Oklahoma; and 3) any stated later Effective Time on the filing date as shall be set out in the Certificate of Merger. 1.03 EFFECT OF MERGER. At the Effective Time, all rights, franchises and interests of BancFirst and CBI, respectively, in and to every type of property (real, personal and mixed) and choses in action shall be transferred to and vested in the Resulting Bank by virtue of the Merger without any deed or other transfer. The Resulting Bank, upon the Merger and without any order or any other action on the part of any court or otherwise, shall hold and enjoy all rights of property, franchises and interests, including appointments, designations and nominations, and all other rights and interests as trustee, executor, administrator, guardian of estates, assignee, receiver and in every other fiduciary capacity, in the same manner and to the same extent as such rights, franchises and interests were held or enjoyed by BancFirst and CBI, respectively, immediately prior to the Merger. The Resulting Bank shall be liable for all liabilities of BancFirst and CBI; all debts, liabilities, obligations and contracts of BancFirst and CBI, respectively, matured or unmatured, whether accrued, absolute, contingent or otherwise, and whether or not reflected or reserved against on balance sheets, books of account or records of BancFirst or CBI, as the case may be, shall be those of the Resulting Bank and shall not be released or impaired by the Merger; and all rights of creditors and other obligees and all liens on property of either BancFirst or CBI shall be preserved unimpaired. 1.04 ADDITIONAL ACTIONS. If, at any time after the Effective Time, BancFirst shall consider or be advised that any deeds, bills of sale, assignments, assurances or any other actions or things are necessary or desirable in order to vest, perfect or confirm, of record or otherwise, in BancFirst its right, title or interest in, to or under any of the rights, properties or assets of CBI acquired or to be acquired by BancFirst as a result of, or in connection with, the Merger Agreement, then CBI and its officers and directors shall be deemed to have granted to BancFirst an irrevocable power of attorney to execute and deliver all such deeds, bills of sale, assignments and assurances and to take and do 2 all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title and interest in, to and under such rights, properties or assets in BancFirst and otherwise to carry out the purposes of this Merger Agreement. The officers and directors of BancFirst are fully authorized in the name of CBI or otherwise to take any and all such actions. 1.05 DISSENTING SHARES. No provision is made for disposing of dissenting shares of either BancFirst or CBI because such provision is unnecessary under the circumstances. (BancFirst Corporation owns and will vote 100% of the shares of BancFirst in favor of the Merger. A shareholder vote of CBI will only be held after all shares of CBI have first been acquired by BancFirst pursuant to the transaction contemplated by the separate Reorganization Agreement. BancFirst will then vote 100% of the CBI shares in favor of the Merger.) 2. CONVERSION OF SHARES. 2.01 CBI CAPITAL STOCK. Each share of CBI Common Stock issued and outstanding immediately prior to the Effective Time shall by virtue of the Merger, and without any further action on the part of the holders thereof, cease to be outstanding, and shall be cancelled without the payment or issuance of any consideration therefor. 2.02 BANCFIRST CAPITAL STOCK. Each of the 5,638,678 shares of BancFirst common stock issued and outstanding immediately prior to the Effective Time shall continue to be the issued and outstandIng shares of common stock, par value $3.70 per share, of the Resulting Bank. 3. CERTIFICATE OF INCORPORATION; BYLAWS. 3.01 CERTIFICATE OF INCORPORATION. The Certificate of Incorporation of BancFirst, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Resulting Bank, unless and until amended as provided by law and such Certificate of Incorporation. 3.02 BYLAWS. The Bylaws of BancFirst, as in effect immediately prior to the Effective Time, shall continue to be the Bylaws of the Resulting Bank until altered, amended or repealed as provided by law, the Certificate of Incorporation of the Resulting Bank and said Bylaws. 3 4. DIRECTORS AND OFFICERS. 4.01 DIRECTORS. The name and residence of each director of the Resulting Bank shall be as follows: Name Of Director Residence - --------------- --------- H. E. Rainbolt, Chairman 1717 Randel Road Oklahoma City, Oklahoma 73116 J. R. Hutchens, Jr. 4420 Alturas Circle Oklahoma City, Oklahoma 73120 John T. Hannah P. O. Box 417 Muskogee, Oklahoma 74402 Melvin R. Moran 2300 Morningside Drive Seminole, Oklahoma 74868 J. Ralph McCalmont 11317 Twisted Oak Road Oklahoma City, Oklahoma 73120 David E. Rainbolt 6015 Riviera Oklahoma City, Oklahoma 73112 Robert A. Gregory 3600 Chestnut Ridge Road Oklahoma City, Oklahoma 73120 4.02 OFFICERS. The names, offices and residences of each of the officers of BancFirst, each of whom shall become officers with the same titles in the Resulting Bank at the Effective Time, are as follows: Name and Office Held Residence - -------------------- --------- H. E. Rainbolt 1717 Randel Road Chairman of the Board Oklahoma City, Oklahoma 73116 J. Ralph McCalmont 11317 Twisted Oak Road Vice Chairman Oklahoma City, Oklahoma 73120 David E. Rainbolt 6015 Riviera Chief Executive Officer, Oklahoma City, Oklahoma 73112 President, and Managing Officer Robert A. Gregory 3600 Chestnut Ridge Road Chief Credit Officer Oklahoma City, Oklahoma 73120 George A. Cannon 4208 Upper Lake Drive Regional Executive Norman, Oklahoma 73072 4 E. Wayne Cardwell 3306 Cromwell Regional Executive Muskogee, Oklahoma 74403 Roy C. Ferguson 69 Cedar Ridge Road Regional Executive Broken Arrow, Oklahoma 74011 Jay Hannah 4113 Hatterly Lane Executive Vice President Norman, Oklahoma 73072 Randy Foraker 1509 S.W. 38th Street Senior Vice President Moore, Oklahoma 73160 Dale Petersen 1317 Lamplighter Lane Senior Vice President Edmond, Oklahoma 73034 Jimmie L. Hardeman 1213 E. 7th Street Branch President--Coweta Sand Springs, Oklahoma 74063 Frank E. Durkee 1228 N. Walnut Branch President--Guthrie Guthrie, Oklahoma 73044 LaVerne A. Dowding Rt. 2, Box 196 Branch President--Hugo Hugo, Oklahoma 74743 J. Lee Jackson P. O. Box 547 Branch President--Madill Madill, Oklahoma 73446 Donald B. Green 915 Garland Road Regional Executive and Marlow, Oklahoma 73055 Branch President--Marlow Lynn E. Edwards 2003 S. 14th Branch President--McAlester McAlester, Oklahoma 74501 John D. Barton 3307 Cromwell Branch President--Muskogee Muskogee, Oklahoma 74403 James Wade 2015 Old Farm Road Branch President--Norman Norman, Oklahoma 73071 David M. Seat 1408 Brixton Court Branch President-- Edmond, Oklahoma 73034 Oklahoma City James B. Hargrove Rt. 2, Box 8-6 Branch President--Prague Prague, Oklahoma 74864 Richard A. Walters 3221 Linwood Drive Branch President--Sand Springs Sand Springs, Oklahoma 74063 Karen James Rt. 1, Box 80 Branch President--Seminole Earlsboro, Oklahoma 74840 5 Dennis L. Brand 5 Castle Creek Place Regional Executive and Shawnee, Oklahoma 7480111 Branch President--Shawnee Ken Starks 4801 Woodland Drive Branch President--Stillwater Stillwater, Oklahoma 74074 William D. Sasser P. O. Box 440 Branch President--Stroud Stroud, Oklahoma 74079 Chris S. Bolles P. O. BOX 12 Branch President--Sulphur Stratford, Oklahoma 74872 Mark Gish 481 Galaxy Road Branch President--Tahlequah Sapulpa, Oklahoma 74066 Jerry Purintun 1817 Linwood Branch President--Weatherford Weatherford, Oklahoma 73096 Robert E. List 4035 E. 103rd St. Branch President--Tulsa Tulsa, Oklahoma 74137 4.03 TENURE OF DIRECTORS AND OFFICERS. The directors and the officers of the Resulting Bank shall hold office until the next annual meetings of shareholders and directors, respectively, subject to the provisions of the laws of the State of Oklahoma and subject to the Certificate of Incorporation and Bylaws of the Resulting Bank. 5. OFFICES OF RESULTING BANK. As contemplated by 6 O. S. Section 1111(B) (2), this Merger of CBI into BancFirst (considered separately and apart from the proposed subsequent merger of City Bank & Trust, Oklahoma City, Oklahoma, into BancFirst), will not in itself result in any additional branch office of BancFirst. At the Effective Time, the main banking office of BancFirst, located at 101 N. Broadway, Oklahoma City, Oklahoma, will continue to be the main banking office of the Resulting Bank, and the existing branches and detached facilities of BancFirst will continue to be the branches and detached facilities of the Resulting Bank. 6. CAPITALIZATION OF RESULTING BANK. 6.01 CAPITAL STOCK. At the Effective Time, the authorized, issued and outstanding capital stock of the Resulting Bank shall consist of 5,639,000 shares of common stock, par value $3.70 per share. 6.02 SURPLUS AND UNDIVIDED PROFITS. At the Effective Time, the paid-in surplus of the Resulting Bank shall equal the 6 paid-in surplus of BancFirst and the undivided profits of the Resulting Bank shall equal the undivided profits of BancFirst. 7. REPRESENTATIONS AND WARRANTIES OF BANCFIRST. 7.01 CORPORATE AUTHORIZATION. BancFirst is duly authorized, qualified and licensed under all applicable laws, regulations and orders of public authorities to conduct its banking business as presently conducted and to own and operate the assets purported to be owned by BancFirst. 7.02 CAPITALIZATION. The authorized capital stock of BancFirst consists of 5,639,000 shares of common stock, par value $3.70 per share, 5,638,678 of which are issued and outstanding. All shares of BancFirst common stock have been duly and validly authorized and issued, are fully paid and, except as provided by 6 Okla. Stat. Section 220, are nonassessable. There are no outstanding options, warrants or rights to subscribe for or purchase from BancFirst any of its capital stock or any securities convertible into or exchangeable for any of BancFirst's capital stock, and no authorization therefor has been given. 7.03 AUTHORIZATION OF MERGER AGREEMENT. BancFirst has full right and authority to execute and deliver this Merger Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Merger Agreement, and the consummation of the transactions contemplated hereby, have been duly and validly authorized by the Board of Directors of BancFirst and no other corporate act or proceeding on the part of BancFirst is necessary to authorize the execution and delivery of this Merger Agreement or, subject to obtaining the approval of BancFirst's sole shareholder, to authorize the consummation of the transactions contemplated hereby. 8. REPRESENTATIONS AND WARRANTIES OF CBI. 8.01 CORPORATE AUTHORIZATION. CBI is duly authorized, qualified and licensed under all applicable laws, regulations and orders of public authorities to conduct its business as presently conducted and to own and operate the assets purported to be owned by CBI. 8.02 CAPITALIZATION. The authorized capital stock of CBI consists of 2,000,000 shares of CBI Common Stock. As of the date hereof, 889,650 shares of CBI Common Stock are issued (including 5,000 treasury shares), and 884,650 shares are outstanding. Options permitting the purchase of an additional 177,850 shares of CBI Common Stock are also outstanding. All outstanding shares of the CBI Common Stock have been duly and validly authorized and issued, are fully paid and nonassessable. Except for the options 7 described above, there are no other outstanding options, warrants or rights to subscribe for or purchase from CBI any of its capital stock or any securities convertible into or exchangeable for any of CBI's capital stock, and no authorization therefor has been given. 8.03 AUTHORIZATION OF MERGER AGREEMENT. CBI has full right and authority to execute and deliver the Merger Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of the Merger Agreement, and the consummation of the transactions contemplated hereby, have been duly and validly authorized by the Board of Directors of CBI and no other corporate act or proceeding on the part of CBI is necessary either (i) to authorize the execution and delivery Of the Merger Agreement, or (ii) subject to receiving requisite shareholder approval, to authorize the consummation of the transactions contemplated hereby. 9. CONDITIONS PRECEDENT. The respective obligations of each party to effect the Merger shall be expressly conditioned upon and subject to (i) the prior effectiveness of the acquisition by BancFirst of all of the outstanding shares of the CBI Common Stock as contemplated by the Reorganization Agreement, and (ii) the obtaining of all requisite shareholder and regulatory approvals and the expiration of any statutory waiting periods with respect to the Merger. 10. TERMINATION. At any time prior to the Effective Time, whether before or after approval of the Merger by the shareholders of CBI, this Merger Agreement (i) may be terminated by mutual agreement of CBI and BancFirst and (ii) shall be terminated forthwith in the event that the Reorganization Agreement shall be terminated as provided therein. In the event of termination this Merger Agreement shall become void and there shall be no liability on the part of BancFirst or CBI, except as otherwise provided in the Reorganization Agreement. 11. WAIVER AND ABANDONMENT; AMENDMENT. Any of the terms or conditions of this Merger Agreement may be waived at any time, whether before or after action thereon by the shareholders of CBI, by the party which is entitled to the benefits thereof; and this Merger Agreement may be modified or amended at any time, whether before or after action thereon by the shareholders of CBI, by the parties hereto. 12. NOTICES. Any notice or communication required or permitted to be made hereunder shall be in writing, and shall be deemed to have been made if delivered personally or by telefacsimile, receipt confirmed, or if mailed, by registered or certified 8 mail, return receipt requested, to the parties at the addresses shown below. The date of personal delivery shall be the date of giving notice, or if mailed in the manner prescribed above, notice shall be deemed to have been given three (3) business days after the mailing. To CBI: City Bankshares, Inc. 204 N. Robinson P. O. Box 24500 Oklahoma City, Oklahoma 73124-0500 Attention: William O. Johnstone Telefacsimile: (405) 232-6082 To BancFirst: BancFirst 101 N. Broadway P. O. Box 26788 Oklahoma City, Oklahoma 73126-0788 Attention: David E. Rainbolt Telefacsimile: (405) 270-1089 13. ENTIRE AGREEMENT. This Merger Agreement, the Bank Merger Agreement and the Reorganization Agreement set forth the entire understanding of the parties hereto and supersede all prior agreements and understandings, whether oral or written. 14. BINDING EFFECT. This Merger Agreement shall be binding upon and inure to the benefit of each of the parties hereto, their respective successors and assigns. 15. FURTHER ASSURANCES. Each of the parties hereto agrees to execute and deliver such further agreements, assurances, instruments and documents at any time reasonably requested by another party as is necessary or desirable to consummate the transactions contemplated by this Merger Agreement. 16. CONSTRUCTION. This Merger Agreement shall be construed and interpreted in accordance with the laws of the State of Oklahoma applicable to contracts made and performed entirely therein. 17. COUNTERPARTS. This Merger Agreement may be executed in any number of counterparts, which, taken together shall constitute one and the same instrument. 9 18. SECTION HEADINGS. The section headings contained in this Merger Agreement are for convenience and reference only and shall not in any way affect the meaning or interpretation of this Merger Agreement. IN WITNESS WHEREOF, BancFirst and CBI have caused this Merger Agreement to be executed by their duly authorized officers and their corporate seals to be affixed as of the date first above written. BANCFIRST BANCFIRST Oklahoma City, Oklahoma By: ------------------------------- ATTEST: David E. Rainbolt, President & C.E.O. - ------------------------- Randy Foraker, Secretary (SEAL) CBI CITY BANKSHARES, INC. By: ------------------------------- ATTEST: William O. Johnstone, President & Chairman - ------------------------- , Secretary - ------------ (SEAL) 10 ATTACHMENT 1 CERTIFICATE OF MERGER MERGING CITY BANKSHARES, INC. INTO BANCFIRST (OKLAHOMA CITY, OKLAHOMA) UNDER THE NAME OF BANCFIRST BANCFIRST, Oklahoma City, Oklahoma, an Oklahoma banking corporation, pursuant to Section 81 of the Oklahoma General Corporation Act, DOES HEREBY CERTIFY: FIRST. That the name and state of incorporation of each of the constituent corporations are BancFirst, Oklahoma City, Oklahoma, a banking corporation incorporated under the laws of the State of Oklahoma ("BancFirst"), and City Bankshares, Inc., a corporation incorporated under the laws of the State of Oklahoma ("CBI"); SECOND. That the Agreement and Plan of Reorganization and Merger between BancFirst and CBI has been approved, adopted, certified, executed, and acknowledged by the constituent corporations in accordance with the provisions of Section 81 of the Oklahoma General Corporation Act and Article XI of the Oklahoma Banking Code of 1965, as amended; THIRD. That the surviving corporation of the merger is BancFirst; FOURTH. That the Certificate of Incorporation of BancFirst shall remain in effect and become that of the surviving corporation; FIFTH. That the executed Agreement and Plan of Reorganization and Merger is on file at the principal place of business of the surviving corporation, which is at 101 North Broadway, Oklahoma City, Oklahoma; and SIXTH. That a copy of the Agreement and Plan of Reorganization and Merger will be furnished by the surviving corporation, on request and without cost, to any shareholder of any constituent corporation. IN WITNESS WHEREOF, BancFirst has caused this certificate to be signed by its President and attested by its Secretary this day of , 199 . BANCFIRST OKLAHOMA CITY, OKLAHOMA ATTEST: By: -------------------------------- David E. Rainbolt, Chief Executive Officer and President - ------------------------ Randy Foraker, Secretary (SEAL) APPROVAL OF THE OKLAHOMA BANKING BOARD I hereby certify that the merger of City Bankshares, Inc., with and into BancFirst, Oklahoma City, Oklahoma, has been approved by the Oklahoma Banking Board. Witness my hand and official seal this day of , 199 , at Oklahoma City, Oklahoma. ---------------------------------------- State Bank Commissioner and Chairman of the Oklahoma Banking Board (SEAL) EXHIBIT C AGREEMENT AND PLAN OF REORGANIZATION AND MERGER THIS AGREEMENT AND PLAN OF REORGANIZATION AND MERGER (the "Merger Agreement") is made and entered into the _______ day of September, 1995, by and between BANCFIRST, 101 N. Broadway, Oklahoma City, Oklahoma ("BancFirst"), and CITY BANK & TRUST, 204 N. Robinson, Oklahoma City, Oklahoma ("City"). (BancFirst and City are sometimes hereinafter together referred to as the "Constituent Banks.") W I T N E S S E T H: WHEREAS, BancFirst is a banking corporation duly organized and existing under the laws of the State of Oklahoma, having an authorized capital stock consisting of 5,639,000 shares of common stock, par value $3.70 per share, 5,638,678 shares of which are currently issued and outstanding; and WHEREAS, City is a banking corporation duly organized and existing under the laws of the State of Oklahoma, having an authorized capital stock consisting of 1,500,000 shares of common stock, par value $1.00 per share, all of which are currently issued and outstanding (the "Common Stock"); and WHEREAS, BancFirst and City's parent corporation, City Bankshares, Inc. ("CBI"), have entered into a separate Agreement and Plan of Reorganization and Merger dated September __, 1995 (the "CBI Merger Agreement"), whereby CBI will be merged with and into BancFirst, and, as a result, BancFirst will own all of the shares of City Common Stock currently owned by CBI; and WHEREAS, it is deemed advisable and to the benefit of the Constituent Banks and their respective shareholders that immediately following the merger of CBI with and into BancFirst, City be merged with and into BancFirst, pursuant to the terms of this Merger Agreement and the CBI Merger Agreement, and in accordance with the applicable provisions of the laws of the State of Oklahoma and of the United States. NOW, THEREFORE, in consideration of the mutual promises, covenants, and agreements herein contained, the parties agree as follows: 1. THE MERGER. 1.01 THE MERGER. At the Effective Time, as defined in Section 1.02 hereof, City shall be merged with and into BancFirst (the "Merger"), and BancFirst shall be (and is hereinafter sometimes referred to as) the "Resulting Bank", which shall have the name BancFirst. 1.02 EFFECTIVE TIME. The parties intend that the Merger be accomplished immediately following the merger of CBI with and into BancFirst. Subject to the terms of and upon satisfaction of all the conditions specified in this Merger Agreement and the CBI Merger Agreement, and subject to satisfaction of all requirements of law, including receipt of approval of the Merger and this Merger Agreement by the Oklahoma State Banking Board (the "Banking Board"), the prior written consent to the Merger pursuant to Section 18(c) of the Federal Deposit Insurance Corporation Act by the Federal Reserve Board or the Federal Reserve Bank of Kansas City acting under delegated authority (the "Federal Reserve"), and the expiration of all statutory waiting periods, the time when the Merger shall become effective (the "Effective Time") shall be the last of the following times: 1) the date of issuance of a Certificate of Merger by the Banking Board; 2) the time of filing by BancFirst of a Certificate of Merger substantially in the form attached hereto as Attachment 2 in the Office of the Secretary of State of the State of Oklahoma; and 3) any stated later Effective Time on the filing date as shall be set out in the Certificate of Merger. 1.03 EFFECT OF MERGER. At the Effective Time, all rights, franchises, and interests of BancFirst and City, respectively, in and to every type of property (real, personal, and mixed) and causes of action shall be transferred to and vested in the Resulting Bank by virtue of the Merger without any deed or other transfer. The Resulting Bank, upon the Merger and without any order or other action on the part of any court or otherwise, shall hold and enjoy all rights of property, franchises, and interests, including appointments, designations, and nominations, and all other rights and interests as trustee, executor, administrator, guardian of estates, assignee, receiver, and in every other fiduciary capacity, in the same manner and to the same extent as such rights, franchises, and interests were held or enjoyed by BancFirst and City, respectively, immediately prior to the Merger. The Resulting Bank shall be liable for all liabilities of BancFirst and City; all deposits, debts, liabilities, obligations, and contracts of BancFirst and City, respectively, matured or unmatured, whether accrued, absolute, contingent, or otherwise, and whether or not reflected or reserved against on balance sheets, books of account, or records of BancFirst or City, as the case may be, shall be those of the Resulting Bank and shall not be released or impaired by the Merger; and all rights of creditors and other 2 obligees and all liens on property of either BancFirst or City shall be preserved unimpaired. 1.04 DISSENTING SHARES. No provision is made for disposing of dissenting shares of either BancFirst or CBI under the circumstances. (BancFirst Corporation owns and will vote 100% of the shares of BancFirst in favor of the Merger. CBI owns and will vote 100% of the shares of City in favor of the Merger.) 2. CONVERSION OF SHARES. 2.01 CITY COMMON STOCK. Each share of City Common Stock issued and outstanding immediately prior to the Effective Time shall by virtue of the Merger, and without any further action on the part of the holder thereof, cease to be outstanding, and shall be cancel led without the payment or issuance of any consideration therefor. 2.02 BANCFIRST COMMON STOCK. Each of the 5,638,678 shares of BancFirst common stock issued and outstanding immediately prior to the Effective Time shall continue to be the issued and outstanding shares of common stock, par value $3.70 per share, of the Resulting Bank. 3. CERTIFICATE OF INCORPORATION; BYLAWS. 3.01 CERTIFICATE OF INCORPORATION. The Certificate of Incorporation of BancFirst in effect immediately prior to the Effective Time shall remain in effect and become that of the Resulting Bank until amended as provided by law. 3.02 BYLAWS. The Bylaws of BancFirst as in effect immediately prior to the Effective Time shall continue to be the Bylaws of the Resulting Bank until altered, amended, or repealed as provided by law, the Certificate of Incorporation of the Resulting Bank, or said Bylaws. 4. DIRECTORS AND OFFICERS. 4.01 DIRECTORS. The name and residence of each director of the Resulting Bank shall be as follows: Name of Director Residence - ---------------- --------- H. E. Rainbolt, Chairman 1717 Randel Road Oklahoma City, Oklahoma 73116 J. R. Hutchens, Jr. 4420 Alturas Circle Oklahoma City, Oklahoma 73120 3 John T. Hannah P. O. Box 417 Muskogee, Oklahoma 74402 Melvin R. Moran 2300 Morningside Drive Seminole, Oklahoma 74868 J. Ralph McCalmont 11317 Twisted Oak Road Oklahoma City, Oklahoma 73120 David E. Rainbolt 6015 Riviera Oklahoma City, Oklahoma 73112 Robert A. Gregory 3600 Chestnut Ridge Road Oklahoma City, Oklahoma 73120 4.02 OFFICERS. The names, offices, and residences of the officers of BancFirst, each of whom shall become officers with the same titles in the Resulting Bank at the Effective Time, are as follows: Name and Office Held Residence - -------------------- --------- H. E. Rainbolt 1717 Randel Road Chairman of the Board Oklahoma City, Oklahoma 73116 J. Ralph McCalmont 11317 Twisted Oak Road Vice Chairman Oklahoma City, Oklahoma 73120 David E. Rainbolt 6015 Riviera Chief Executive Officer, Oklahoma City, Oklahoma 73112 President, and Managing Officer Robert A. Gregory 3600 Chestnut Ridge Road Chief Credit Officer Oklahoma City, Oklahoma 73120 George A. Cannon 4208 Upper Lake Drive Regional Executive Norman, Oklahoma 73072 E. Wayne Cardwell 3306 Cromwell Regional Executive Muskogee, Oklahoma 74403 Roy C. Ferguson 69 Cedar Ridge Road Regional Executive Broken Arrow, Oklahoma 74011 Jay Hannah 4113 Hatterly Lane Executive Vice President Norman, Oklahoma 73072 Randy Foraker 1509 S.W. 38th Street Senior Vice President Moore, Oklahoma 73160 4 Dale Petersen 1317 Lamplighter Lane Senior Vice President Edmond, Oklahoma 73034 Jimmie L. Hardeman 1213 E. 7th Street Branch President--Coweta Sand Springs, Oklahoma 74063 Frank E. Durkee 1228 N. Walnut Branch President--Guthrie Guthrie, Oklahoma 73044 LaVerne A. Dowding Rt. 2, Box 196 Branch President--Hugo Hugo, Oklahoma 74743 J. Lee Jackson P. O. Box 547 Branch President--Madill Madill, Oklahoma 73446 Donald B. Green 915 Garland Road Regional Executive and Marlow, Oklahoma 73055 Branch President--Marlow Lynn E. Edwards 2003 S. 14th Branch President--McAlester McAlester, Oklahoma 74501 John D. Barton 3307 Cromwell Branch President--Muskogee Muskogee, Oklahoma 74403 James Wade 2015 Old Farm Road Branch President--Norman Norman, Oklahoma 73071 David M. Seat 1408 Brixton Court Branch President-- Edmond, Oklahoma 73034 Oklahoma City James B. Hargrove Rt. 2, Box 8-6 Branch President--Prague Prague, Oklahoma 74864 Richard A. Walters 3221 Linwood Drive Branch President--Sand Springs Sand Springs, Oklahoma 74063 Karen James Rt. 1, Box 80 Branch President--Seminole Earlsboro, Oklahoma 74840 Dennis L. Brand 5 Castle Creek Place Regional Executive and Shawnee, Oklahoma 74801 Branch President--Shawnee Ken Starks 4801 Woodland Drive Branch President--Stillwater Stillwater, Oklahoma 74074 William D. Sasser P. O. Box 440 Branch President--Stroud Stroud, Oklahoma 74079 5 Chris S. Bolles P. O. Box 12 Branch President--Sulphur Stratford, Oklahoma 74872 Mark Gish 481 Galaxy Road Branch President--Tahlequah Sapulpa, Oklahoma 74066 Jerry Purintun 1817 Linwood Branch President--Weatherford Weatherford, Oklahoma 73096 Robert E. List 4035 E. 103rd St. Branch President--Tulsa Tulsa, Oklahoma 74137 4.03 TENURE OF DIRECTORS AND OFFICERS. The directors and the officers of the Resulting Bank shall hold off ice until the next annual meetings of shareholders and directors, respectively, subject to the provisions of the laws of the State of Oklahoma and subject to the Certificate of Incorporation and Bylaws of the Resulting Bank. 5. OFFICES OF RESULTING BANK. At the Effective Time, the main banking office of the Resulting Bank will be located at 101 N. Broadway, Oklahoma City, Oklahoma. Full-service branch offices of the Resulting Bank will be located at each of the following addresses: Hwy 51 and Broadway Coweta, Oklahoma 141st South and Elm Glenpool, Oklahoma 202 West Oklahoma Guthrie, Oklahoma 101 E. Jackson Hugo, Oklahoma 200 E. Main Jenks, Oklahoma 206 W. Highway 70 Kingston, Oklahoma 230 S. Broadway Konawa, Oklahoma 302 S. First Madill, Oklahoma 6 128 W. Main Marlow, Oklahoma 501 E. Carl Albert Parkway McAlester, Oklahoma 2400 East Shawnee Muskogee, Oklahoma 333 12th Ave. S. E. Norman, Oklahoma 2122 W. Main Norman, Oklahoma 204 N. Robinson Oklahoma City, Oklahoma 222 N.W. 63rd Street Oklahoma City, Oklahoma 809 Cornell Parkway Oklahoma City, Oklahoma 4500 W. Memorial Road Oklahoma City, Oklahoma 7901 N. MacArthur Oklahoma City, Oklahoma 12219 N. MacArthur Oklahoma City, Oklahoma 4140 W. Memorial Road, Suite 111 Oklahoma City, Oklahoma Main and Broadway Prague, Oklahoma 301 E. 2nd Sand Springs, Oklahoma 102 W. 41st Sand Springs, Oklahoma Second and Broadway Seminole, Oklahoma 1500 N. Milt Phillips Avenue Seminole, Oklahoma 7 1939 N. Harrison Shawnee, Oklahoma 24 E. Main Shawnee, Oklahoma 2700 N. Kickapoo Shawnee, Oklahoma 808 S. Main Stillwater, Oklahoma 101 W. Smith Street Stratford, Oklahoma 602 W. Main Stroud, Oklahoma 1020 W. 1st Sulphur, Oklahoma 130 S. Muskogee Avenue Tahlequah, Oklahoma 1213 Gordon Cooper Drive Tecumseh, Oklahoma 800 E. Main Street [Assuming that a separately Tishomingo, Oklahoma pending application has been approved and completed first] 7625 E. 51st Street Tulsa, Oklahoma 122 N. Broadway Weatherford, Oklahoma Detached facilities of the Resulting Bank will be located at each of the following addresses: 224 W. Oklahoma Avenue Guthrie, Oklahoma 110 N. Second Avenue Guthrie, Oklahoma 201 E. Jackson Hugo, Oklahoma 114 S. Third Jenks, Oklahoma 8 130 N. Broadway Marlow, Oklahoma 438 E. Carl Albert Parkway McAlester, Oklahoma 501 N. Main (Arrowhead Mall) Muskogee, Oklahoma 1305 Triad Village Drive Norman, Oklahoma 302 N. Broadway Shawnee, Oklahoma 505 East Hall of Fame Ave. Stillwater, Oklahoma 117 W. 8th Stillwater, Oklahoma 1020 W. 2nd Sulphur, Oklahoma 6. CAPITALIZATION OF RESULTING BANK. 6.01 CAPITAL STOCK. At the Effective Time, the authorized capital stock of the Resulting Bank shall consist of 5,639,000 shares of common stock, par value $3.70 per share, 5,638,678 of which shall be issued and outstanding. 6.02 SURPLUS AND UNDIVIDED PROFITS. At the Effective Time, the paid-in surplus of the Resulting Bank shall equal the paid-in surplus of BancFirst and the undivided profits of the Resulting Bank shall equal the undivided profits of BancFirst. 7. ACCOUNTING MATTERS. For accounting purposes the transaction shall be treated as a purchase. The assets and liabilities of City at the Effective Time shall be taken upon the books of the Resulting Bank at their respective fair values. 8. SUBMISSION TO SHAREHOLDERS AND THE BANKING BOARD. The Merger Agreement shall be submitted to, and is subject to obtaining the approval of, the sole shareholder of BancFirst, the sole shareholder of City, the Federal Reserve, and the Banking Board. Upon approval by the requisite votes of the respective shareholders of BancFirst and City and approval by the Federal Reserve and the Banking Board, this Merger Agreement shall be made 9 effective as soon as practicable thereafter in the manner provided in Section 1.02 hereof. 9. TERMINATION. This Merger Agreement may be terminated and abandoned at any time prior to the Effective Time, whether before or after action thereon by the shareholders of BancFirst and City: (a) by the mutual consent in writing of BancFirst and City; (b) by either BancFirst or City in the event of the termination of the Reorganization Agreement; or (c) by either BancFirst or City in writing if the Effective Time has not occurred by May 31, 1996. In the event of the termination and abandonment of this Merger Agreement pursuant to the provisions of this Section 9, the same shall be of no further force or effect. 10. WAIVER, EXTENSION, AND AMENDMENT. Any of the terms or conditions of this Merger Agreement may be waived at any time, whether before or after action thereon by the shareholders of BancFirst or City, by the party which is entitled to the benefits thereof; and this Merger Agreement may be modified or amended at any time, whether before or after action thereon by the shareholders of BancFirst or City, by the parties hereto. Any waiver, modification, or amendment shall be in writing. IN WITNESS WHEREOF, BancFirst and City have caused this Merger Agreement to be executed by their duly authorized officers and their corporate seals to be affixed as of the date first above written. "BANCFIRST" BANCFIRST Oklahoma City, Oklahoma By ------------------------------------- David E. Rainbolt, C.E.O. and President 10 ATTEST: - ------------------------------ Randy Foraker, Secretary (SEAL) "CITY" CITY BANK & TRUST Oklahoma City, Oklahoma By ----------------------------------- William O. Johnstone, President, C.E.O. & Chairman ATTEST: - ------------------------------ Christopher A. Fiegel, Cashier (SEAL) 11 ATTACHMENT 2 CERTIFICATE OF MERGER MERGING CITY BANK & TRUST (OKLAHOMA CITY, OKLAHOMA) INTO BANCFIRST (OKLAHOMA CITY, OKLAHOMA) UNDER THE NAME OF BANCFIRST BANCFIRST, Oklahoma City, Oklahoma, an Oklahoma banking corporation, pursuant to Section 81 of the Oklahoma General Corporation Act, DOES HEREBY CERTIFY: FIRST. That the name and state of incorporation of each of the constituent corporations are BancFirst, Oklahoma City, Oklahoma, a banking corporation incorporated under the laws of the State of Oklahoma ("BancFirst"), and City Bank & Trust, Oklahoma City, Oklahoma, a banking corporation incorporated under the laws of the State of Oklahoma ("City"); SECOND. That the Agreement and Plan of Reorganization and Merger between BancFirst and City has been approved, adopted, certified, executed, and acknowledged by the constituent corporations in accordance with the provisions of Section 81 of the Oklahoma General Corporation Act and Article XI of the Oklahoma Banking Code of 1965, as amended; THIRD. That the surviving corporation of the merger is BancFirst; FOURTH. That the Certificate of Incorporation of BancFirst shall remain in effect and become that of the surviving corporation; FIFTH. That the executed Agreement and Plan of Reorganization and Merger is on file at the principal place of business of the surviving corporation, which is at 101 North Broadway, Oklahoma City, Oklahoma; and SIXTH. That a copy of the Agreement and Plan of Reorganization and Merger will be furnished by the surviving corporation, on request and without cost, to any shareholder of any constituent corporation. IN WITNESS WHEREOF, BancFirst has caused this certificate to be signed by its President and attested by its Secretary this ____ day of __________, 199_. BANCFIRST OKLAHOMA CITY, OKLAHOMA ATTEST: By: ----------------------------------- David E. Rainbolt, Chief Executive Officer and President - ------------------------- Randy Foraker, Secretary (SEAL) APPROVAL OF THE OKLAHOMA BANKING BOARD I hereby certify that the merger of City Bank & Trust, Oklahoma City, Oklahoma, with and into BancFirst, Oklahoma City, Oklahoma, has been approved by the Oklahoma Banking Board. Witness my hand and official seal this ____ day of __________ 199_, at Oklahoma City, Oklahoma. ------------------------------------ State Bank Commissioner and Chairman of the Oklahoma Banking Board (SEAL) EX-2.3 3 EXHIBIT 2.3 Exhibit 2.3 AGREEMENT This Agreement is made this 16th day of September, 1995, by and between BANCFIRST, an Oklahoma banking corporation, and WILLIAM O. JOHNSTONE ("Johnstone"). R E C I T A L S: BancFirst simultaneously herewith has entered into an Agreement and Plan of Reorganization, pursuant to which BancFirst will acquire (the "Acquisition") all of the outstanding shares of common stock of City Bankshares, Inc. ("CBI"). Johnstone has important and valuable contacts and relationships, both personally and in the business community. Johnstone, as Chairman of the Board of Directors and Chief Executive Officer of CBI and its subsidiary, City Bank & Trust, Oklahoma City, Oklahoma ("City Bank"), has been the key person responsible for initiating, developing, and maintaining City Bank's relationships with customers, both retail and commercial, and both borrowers and depositors. Johnstone has also been responsible for causing City Bank to establish, develop, and expand its goodwill and banking reputation in the Oklahoma City MSA and is the primary cause of the creation of City Bank's valuable banking franchise. In the Acquisition, BancFirst will acquire ownership of CBI and City Bank and intends to pay for, acquire, and realize the value of City Bank and its relationships and franchises. However, on the date of the Acquisition (the "Acquisition Date"), Johnstone will cease to be an officer and director of CBI and City Bank. Therefore, in order for BancFirst to realize value from the Acquisition, BancFirst has required as a condition to the Acquisition that Johnstone enter into this Agreement. NOW, THEREFORE, in consideration of the mutual promises and conditions contained herein, the parties hereto agree as follows: 1. PROHIBITED AFFILIATIONS. For a period of four (4) years following the Acquisition Date, Johnstone shall not serve as an officer, director, employee, or consultant of, or control directly or indirectly five percent (5%) or more of the stock or other equity interest in or voting power of, any financial institution having an office in the Oklahoma City MSA (which for purposes of this Agreement shall include all of Logan, Canadian, Cleveland, McClain, Oklahoma, and Pottawatomie Counties); provided however, that following the expiration of two (2) years from the Acquisition Date, Johnstone shall be permitted to serve as a consultant for a financial institution in the Oklahoma City MSA so long as his status or activities do not violate any other provision of this Agreement. For all purposes under this Agreement, a financial institution includes (i) a broker-dealer firm, (ii) a trust Company, and (iii) any bank, savings bank, savings and loan, credit union, or other similar type regulated financial institution which makes loans and accepts deposits. 2. PROHIBITED ACTIVITIES. For a period of four (4) years from the Acquisition Date, Johnstone (i) shall not, either directly or indirectly, canvass or solicit any banking business from any person or entity who is then a City Bank customer or whom Johnstone has reason to believe may be a City Bank customer prospect, or (ii) disclose to any financial institution the name of any such City Bank customer or prospect for the purpose of soliciting banking business from that customer or customer prospect, or (iii) disclose to any financial institution any confidential information regarding the business or customers of City Bank for the purpose of allowing that financial institution to use such information to compete with City Bank. For these purposes, confidential information shall be any information which is material, proprietary to City Bank, and is not otherwise available in the public domain. It is anticipated that following the Acquisition Date, Johnstone will have an interest in C-Teq, Inc., which is engaged in the business of check processing and data processing. It is possible that the range of services provided by C-Teq, Inc. may later be expanded, and Johnstone may become involved with companies engaged in businesses similar or related to those of C-Teq, Inc. Those activities will not be prohibited hereunder so long as C-Teq, Inc. or any other such entity with whom Johnstone is involved is not a financial institution. 3. SERVICES. Johnstone agrees that following the Acquisition Date, Johnstone will advise and consult with BancFirst in connection with the transition of ownership of CBI and City Bank. This transition will involve both employees of CBI and City Bank as well as customers of City Bank. Then, for a period of' four (4) years following the Acquisition Date, Johnstone shall: (i) promote the goodwill and business reputation of BancFirst through his business, personal, and social contacts and relationships; (ii) advise and consult with respect to the integration of the City Bank franchise into the BancFirst franchise; (iii) advise and consult with BancFirst with respect to matters of technology and operations about which Johnstone may have special knowledge; and (iv) do such other things as may be mutually agreed upon between the parties. -2- All of the foregoing services to be performed by Johnstone will be performed in such a manner, at such times, and upon such terms as will be mutually agreed upon between BancFirst and Johnstone. Johnstone will spend such time in performing these services as is reasonable and appropriate, taking into account the time he is expected to spend with respect to his other employment, business, investment, charitable, social, civic, and family activities. Further, Johnstone shall not be required to expend any personal funds or resources in connection with the performance of these services. However, Johnstone shall not be entitled to be reimbursed for any expenses incurred by him in connection with the performance of these services without the approval of BancFirst. Finally, in the event that there occurs any material change in the ownership, business, financial condition, or reputation of BancFirst, which could be expected to legitimately affect Johnstone's willingness and good conscience in performing the services described in this Section 3, then to that extent Johnstone shall be relieved of his obligation to perform those services. 4. ENFORCEABILITY. One of the purposes in the negotiation and execution of this Agreement has been to limit the right of Johnstone to compete with BancFirst only to the extent necessary to protect BancFirst from unfair competition and to permit BancFirst to enjoy the consideration received by BancFirst in the Acquisition. The parties recognize, however, that reasonable people may differ in making such a determination. Consequently, it is agreed that if the scope or enforceability of the negative covenants contained in Section 1 and Section 2, when taken together with the services required to be performed under Section 3, are in any way disputed at any time, a court or other trier of fact may modify and enforce the provisions thereof to the extent it believes to be reasonable under the circumstances existing at that time. 5. DISPUTE RESOLUTION. In the event that BancFirst believes that Johnstone is in breach of this Agreement, then BancFirst shall give Johnstone notice thereof, setting forth the reasons for BancFirst's belief. Johnstone shall then have a period of ten (10) days from the date of such notice to respond to BancFirst setting forth the reasons, if any, why Johnstone believes he is not in breach of the Agreement. Following this ten-day period, if BancFirst still believes that Johnstone is in breach of the Agreement, and if there is clear and convincing evidence that Johnstone is in breach of this Agreement and reasonable persons would not disagree with that evidence, then BancFirst may proceed to enforce this Agreement with all rights and remedies available to BancFirst as provided by law. However, if following this ten-day period BancFirst still believes that Johnstone is in breach of this Agreement but the evidence is not clear and convincing and the facts indicate that reasonable persons may disagree as to whether Johnstone is in breach of the Agreement, then BancFirst shall have -3- the right to require Johnstone to submit to binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator or arbitrators may be entered in any court having jurisdiction thereof. 6. PAYMENT TO JOHNSTONE. In consideration for Johnstone's agreement and services hereunder, BancFirst shall pay to Johnstone the sum of $1,250,000 cash as compensation, which shall be payable on the Acquisition Date. In the event of Johnstone's death, disability, or incapacity, no part of this payment shall be refundable. 7. AGREEMENT CONTINGENT ON THE ACQUISITION. The parties agree that they shall have no obligation to each other under this Agreement unless and until (a) the Acquisition Date occurs and (b) BancFirst receives the opinion required by Section 8 hereof. 8. OPINION OF JOHNSTONE'S COUNSEL. Prior to the Acquisition Date, BancFirst shall receive an opinion of Johnstone's counsel to the effect that the payment provided for in Section 6 is not a "parachute payment" within the meaning of either Section 280G of the Internal Revenue Code of 1986, as amended, or the Internal Revenue Service's Proposed Regulation Section 1-280G-1. 9. NOTICES. Any notice either contemplated or required hereunder may be given either by letter addressed to either party and deposited postage prepaid, certified or registered mail, in the United States Post Office, or by personal delivery. Notice by personal delivery shall be deemed received on the first business day following the date of actual personal delivery. 10. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Oklahoma. -4- IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed as of the date first above written. BANCFIRST, an Oklahoma banking corporation By: /s/ David E. Rainbolt -------------------------------- David E. Rainbolt, President and Chief Executive Officer /s/ William O. Johnstone -------------------------------- William O. Johnstone -5- EX-27.1 4 EXHIBIT 27.1
9 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE INTERIM FINANCIAL STATEMENTS OF THE REGISTRANT FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 9-MOS DEC-31-1995 JAN-01-1995 SEP-30-1995 57,919 65 17,368 0 213,201 42,148 42,643 604,642 10,338 981,229 867,030 11,532 7,063 810 6,211 0 0 88,583 981,229 42,711 10,630 1,235 54,576 22,329 22,387 32,189 408 111 25,946 9,414 0 0 0 9,414 1.47 1.47 8.37 2,625 1,151 790 12,735 9,729 622 460 10,338 2,144 0 8,194
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