-----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, WDW9t2k593uJDAoxcz8b01eMZWZYzL6N7N3fgsLQv8i4+ALlso7psBkArBStV0z6 7d+jZfFNO3p/KdznYFD7kQ== 0000930661-96-001029.txt : 19960814 0000930661-96-001029.hdr.sgml : 19960814 ACCESSION NUMBER: 0000930661-96-001029 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960630 FILED AS OF DATE: 19960813 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: 96610605 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 QUARTERLY REPORT 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 June 30, 1996 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) 270-1086 (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 July 31, 1996, there were 6,242,205 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 6 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 10 5. Other Information Not Applicable 6. Exhibits and Reports on Form 8-K 10 Signatures 12
PART I. FINANCIAL INFORMATION ------------------------------ BANCFIRST CORPORATION CONSOLIDATED BALANCE SHEET (Dollars in thousands)
JUNE 30, DECEMBER 31, ---------------------- 1996 1995 1995 ---------- ---------- ------------ ASSETS Cash and due from banks.......................................... $ 85,792 $ 64,049 $ 85,352 Interest-bearing deposits with banks............................. 1 38 1 Securities....................................................... 276,634 251,950 263,113 Federal funds sold............................................... 30,000 16,983 30,085 Loans: Total loans (net of unearned interest)......................... 725,122 591,512 625,162 Allowance for possible loan losses............................. (11,843) (10,322) (10,646) ---------- ---------- ---------- Loans, net................................................... 713,279 581,190 614,516 Premises and equipment, net...................................... 33,650 27,152 28,308 Other real estate owned.......................................... 1,068 2,635 781 Intangible assets, net........................................... 15,106 9,268 8,106 Accrued interest receivable...................................... 11,407 9,512 10,403 Other assets..................................................... 20,279 7,979 7,673 ---------- ---------- ---------- Total assets................................................... $1,187,217 $ 970,756 $1,048,338 ========== ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY Deposits: Noninterest-bearing............................................ $ 246,487 $ 176,299 $ 196,597 Interest-bearing............................................... 827,307 696,834 726,572 ---------- ---------- ---------- Total deposits............................................... 1,073,794 873,133 923,169 Short-term borrowings............................................ 1,030 224 18,705 Long-term borrowings............................................. 1,497 -- 918 Accrued interest payable......................................... 3,363 2,876 3,237 Other liabilities................................................ 4,699 3,283 3,966 ---------- ---------- ---------- Total liabilities.............................................. 1,084,383 879,516 949,995 ---------- ---------- ---------- Commitments and contingent liabilities........................... Stockholders' equity: Common stock................................................... 6,242 6,195 6,225 Capital surplus................................................ 34,866 34,315 34,769 Retained earnings.............................................. 62,096 50,089 55,792 Unrealized securities gains (losses), net of tax............... (371) 641 1,557 ---------- ---------- ---------- Total stockholders' equity................................... 102,834 91,240 98,343 ---------- ---------- ---------- Total liabilities and stockholders' equity................... $1,187,217 $ 970,756 $1,048,338 ========== ========== ==========
See accompanying notes to consolidated financial statements. 1 BANCFIRST CORPORATION CONSOLIDATED INCOME STATEMENT (Dollars in thousands, except per share data)
THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30, JUNE 30, --------------------------- --------------------------- 1996 1995 1996 1995 ------------ ------------ ------------ ------------ INTEREST INCOME Loans, including fees......................................... $ 17,365 $ 14,621 $ 32,963 $ 27,651 Interest-bearing deposits with banks.......................... 12 8 12 8 Securities: Taxable..................................................... 4,153 3,624 7,937 6,599 Tax-exempt.................................................. 148 159 299 295 Federal funds sold............................................ 442 398 884 863 ------------ ------------ ------------ ------------ Total interest income....................................... 22,121 18,810 42,096 35,416 ------------ ------------ ------------ ------------ INTEREST EXPENSE Deposits...................................................... 8,470 7,885 16,185 14,520 Short-term borrowings......................................... 102 13 323 22 Line of credit................................................ -- -- -- 16 Long-term borrowings.......................................... 23 -- 43 -- ------------ ------------ ------------ ------------- Total interest expense...................................... 8,596 7,898 16,550 14,558 ------------ ------------ ------------ ------------- Net interest income........................................... 13,525 10,912 25,546 20,858 Provision for possible loan losses............................ 319 196 416 258 ------------ ------------ ------------ ------------- Net interest income after provision for possible loan losses 13,206 10,716 25,129 20,600 ------------ ------------ ------------ ------------- NONINTEREST INCOME Service charges on deposits................................... 2,236 2,017 4,182 3,922 Securities transactions....................................... 175 56 180 63 Other........................................................ 1,606 1,091 3,016 2,008 ------------ ------------ ------------ ------------- Total noninterest income................................... 4,017 3,164 7,379 5,993 ------------ ------------ ------------ ------------- NONINTEREST EXPENSE Salaries and employee benefits............................... 6,305 5,089 12,031 9,829 Occupancy and fixed assets expense, net...................... 684 486 1,212 926 Depreciation................................................. 587 487 1,086 943 Amortization................................................. 532 365 919 674 Data processing services..................................... 311 294 653 594 Net (income) expense from other real estate owned............ 120 30 162 55 Other........................................................ 2,439 2,281 4,629 4,300 ------------ ------------ ------------ ------------- Total noninterest expense.................................. 10,978 9,032 20,691 17,321 ------------ ------------ ------------ ------------- Income before taxes.......................................... 6,245 4,848 11,817 9,272 Income tax expense........................................... (2,443) (1,828) (4,514) (3,497) ------------ ------------ ------------ ------------- Net income................................................. $ 3,802 $ 3,020 $ 7,303 $ 5,775 ============ ============ =========== ============= PER SHARE DATA (PRIMARY AND FULLY DILUTED) Net income................................................... $ 0.59 $ 0.47 $ 1.13 $ 0.90 ============ ============ ============= ============= Average common stock and common stock equivalents............ 6,444,692 6,394,966 6,439,542 6,395,801 ============ ============ ============ =============
See accompanying notes to consolidated financial statements. 2 BANCFIRST CORPORATION CONSOLIDATED STATEMENT OF CASH FLOWS (Dollars in thousands)
SIX MONTHS ENDED JUNE 30 ------------------------ 1996 1995 ---------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES $ (2,339) $ 6,961 ---------- ---------- INVESTING ACTIVITIES Cash and due from banks used for acquisitions.......................... (10,495) (15,542) Purchases of securities................................................ (34,414) (26,758) Maturities of securities............................................... 39,655 48,181 Proceeds from sales of securities...................................... 15,576 687 Net (increase) decrease in federal funds sold.......................... 11,513 21,584 Purchases of loans..................................................... (5,580) (3,017) Proceeds from sales of loans........................................... 54,791 20,971 Net other increase in loans............................................ (75,562) (44,434) Purchases of premises and equipment.................................... (2,569) (1,290) Proceeds from sales of other real estate owned and repossessed assets.. 702 366 Other, net............................................................. (778) 330 ---------- ---------- Net cash used by investing activities................................ (7,161) 1,078 ---------- ---------- FINANCING ACTIVITIES Net increase (decrease) in demand, transaction and savings deposits.... 11,478 (7,949) Net increase in certificates of deposit................................ 16,441 11,575 Net increase (decrease) in short-term borrowings....................... (17,675) 107 Net increase in long-term borrowings................................... 579 -- Issuance of common stock............................................... 114 197 Cash dividends paid.................................................... (997) (869) ---------- ---------- Net cash provided by financing activities............................ 9,940 2,484 ---------- ---------- Net increase (decrease) in cash and due from banks..................... 440 10,523 Cash and due from banks at the beginning of the period................. 85,353 53,564 ---------- ---------- Cash and due from banks at the end of the period....................... $ 85,793 $ 64,087 ========== ========== SUPPLEMENTAL DISCLOSURE Cash paid during the period for interest............................... $ 16,424 $ 13,771 ========== ========== Cash paid during the period for income taxes........................... $ 4,270 $ 3,475 ========== ==========
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. 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. There have been no significant changes in the accounting policies of the Company since December 31, 1995, the date of the most recent annual report. Certain amounts in the 1995 financial statements have been reclassified to conform with the 1996 presentation. The preparation of financial statements in conformity with generally accepted accounting principles inherently involves the use of estimates and assumptions which affect the amounts reported in the financial statements and the related disclosures. Such estimates and assumptions may change over time and actual amounts may differ from those reported. (2) ACQUISITIONS In March 1996, the Company acquired City Bankshares, Inc. of Oklahoma City, Oklahoma ("City Bankshares"), which had $130,000 in total assets. The acquisition was for cash of $19,125, with City Bankshares and its subsidiary, City Bank, being merged into BancFirst. C-Teq, Inc., an 85% owned data processing subsidiary of City Bankshares, was spun off to the shareholders of City Bankshares prior to the acquisition. BancFirst also entered into an agreement with the CEO of City Bankshares whereby BancFirst paid the CEO $1,250 in exchange for an agreement not to compete with BancFirst for a period of four years. The acquisition was accounted for as a purchase. Accordingly, the effect of the acquisition is included in the Company's consolidated financial statements from the date of the acquisition forward. A core deposit intangible of $830 and goodwill of $6,876 were recorded in the acquisition. Pro forma condensed results of operations, as though City Bankshares had been acquired January 1, 1995, are as follows:
SIX MONTHS ENDED YEAR ENDED JUNE 30, DECEMBER 31, 1996 1995 --------------- --------------- Net interest income.......................... $ 13,436 $ 49,226 Net income................................... $ 3,411 $ 13,122 Net income per common share and common stock equivalent.............. $ 0.53 $ 2.05
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 in 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: 4
SIX MONTHS YEAR ENDED ENDED JUNE 30, DECEMBER 31, 1996 1995 --------------- -------------- Net interest income.............................. $ 21,541 $ 42,160 Net income....................................... $ 5,953 $ 12,296 Net income per common share and common stock equivalent................... $ 0.93 $ 1.91
(2) SECURITIES The table below summarizes securities held for investment and securities available for sale.
JUNE 30, DECEMBER 31, --------------------- 1996 1995 1995 ---------- --------- ----------- Held for investment, at cost (market value: $27,595, $34,663 and $42,577, respectively)................................... $ 27,431 $ 34,269 $ 42,005 Available for sale, at market value.......................... 249,203 217,681 221,108 ---------- --------- ----------- Total........................................................ $ 276,634 $ 251,950 $ 263,113 ========== ========= ===========
5 BANCFIRST CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS SUMMARY The Company reported net income of $3.8 million for the quarter ended June 30, 1996, compared to net income of $3.02 million for the second quarter of 1995. The growth in earnings was the result of a combination of acquisitions in 1995 and 1996 and internal growth. Earnings per share was $0.59 for the second quarter of 1996, compared to $0.47 per share for the second quarter of 1995. Net income for the first six months of 1996 was $7.3 million, compared to $5.78 million for the same period of 1995. Year-to-date earnings per share was $1.13, compared to $0.90 for the first half of 1995. Total assets increased $139 million from December 31, 1995 and $216 million from June 30, 1995 due to acquisitions having total assets aggregating approximately $140 million, and internal growth. Stockholders' equity rose to $103 million, an increase of $4.49 million compared to December 31, 1995 and $11.6 million compared to June 30, 1995. RESULTS OF OPERATIONS SECOND QUARTER Net interest income increased for the second quarter of 1996 by $2.61 million, or 23.9%, as compared to the same quarter of 1995, primarily as a result of earning asset growth. Net interest spread was 4.55% for the second quarter of 1996, compared to 4.29% for 1995, while average net earning assets increased $30.5 million. Net interest margin on a taxable equivalent basis was 5.33% for the second quarter, compared to 5.17% for the same quarter of 1995. The Company provided $319,000 for possible loan losses for the quarter, compared to $196,000 for the same quarter of 1995. Net loan charge-offs were $53,000 for the second quarter of 1996, compared to net recoveries of $54,000 for the second quarter of 1995. The net charge-offs in 1996 represent an annualized rate of only 0.03% of total loans. Noninterest income increased $853,000, or 27%, compared to the second quarter of 1995 due to income added by acquisitions and from increased mortgage loan activity. Noninterest expense increased $1.95 million, or 21.5%, due to added operating expenses of the banks acquired in 1995 and 1996. YEAR-TO-DATE For the first six months of 1996, net interest income increased by $4.69 million, or 22.5%, as compared to the first half of 1995, primarily as a result of earning asset growth. Net interest spread was 4.49% for 1996, compared to 4.35% for 1995, while average net earning assets increased $29.2 million. Net interest margin on a taxable equivalent basis was 5.28% for the first six months, compared to 5.20% for the same period of 1995. The Company provided $416,000 for possible loan losses for the year-to- date, compared to $258,000 in 1995. Net loan charge-offs were $67,000 for 1996, compared to $28,000 for 1995, representing annualized rates of only 0.009% and 0.005% of total loans, respectively. Noninterest income increased $1.39 million, or 23.1%, compared to the first half of 1995 due to income added by acquisitions and from increased mortgage loan activity. Noninterest expense increased $3.37 million, or 19.5%, due to added operating expenses of the banks acquired in 1995 and 1996. 6 FINANCIAL POSITION Total securities increased $13.5 million compared to December 31, 1995 and $24.7 million compared to June 30, 1995, as a net result of securities added by acquisitions and maturities of securities used to fund loan growth. The net unrealized loss on securities available for sale was $568,000 at the end of the second quarter of 1996, compared to a gain of $2.4 million at December 31 and a gain of $986,000 at June 30, 1995. The average taxable equivalent yield on the securities portfolio for the second quarter increased to 6.28% from 6.15% for the same quarter of 1995. Total loans increased $100 million from December 31, 1995 and $134 million from June 30, 1995 due to both internal loan growth and acquisitions. The allowance for possible loan losses increased $1.2 million in the first six months of 1996 due primarily to purchased reserves from acquisitions. The allowance as a percentage of total loans was 1.63%, 1.70% and 1.75% at June 30, 1996, December 31, 1995 and June 30, 1995, respectively. Nonperforming and restructured assets increased slightly in the first six months of 1996 to $6.08 million from $5.77 million at year-end 1995 due to the nonperforming assets of the bank acquired in 1996. Although the ratio of nonperforming and restructured assets to total assets decreased to only 0.51%, it is reasonable to expect that over the next several years nonperforming loans and loan losses will rise to historical norms as a result of economic and credit cycles. Total deposits increased $151 million as compared to December 31, 1995 and $201 million compared to June 30, 1995 due to acquisitions and internal growth. The Company's deposit base continues to be comprised substantially of core deposits, with large denomination certificates of deposit being only 10.8% of total deposits at June 30, 1996. Short-term borrowings decreased $17.7 million from December 31, 1995 due to the maturity of $15 million in Federal Home Loan Bank borrowings and decreases in federal funds purchased and repurchase agreements. Stockholders' equity rose to $103 million, an increase of $4.49 million compared to year-end 1995 and $11.6 million compared to June 30, 1995. These increases were primarily the result of accumulated earnings. Average stockholders' equity to average assets dropped slightly to 8.92% from 9.43% at December 31, 1995 due to the acquisition in June 1996. The Company's regulatory capital ratios all remain well in excess of the minimum requirements. 7 BANCFIRST CORPORATION SELECTED FINANCIAL STATISTICS (Dollars in thousands, except per share data)
THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30, JUNE 30, -------------------- -------------------- 1996 1995 1996 1995 -------- -------- -------- -------- PER COMMON SHARE DATA: Net income................................................ $ 0.59 $ 0.47 $ 1.13 $ 0.90 Cash dividends declared................................... 0.08 0.07 0.16 0.14 Book value at period end.................................. 16.47 14.73 Tangible book value at period end......................... 14.05 13.23 PERFORMANCE RATIOS: Return on average assets.................................. 1.29% 1.24% 1.30% 1.24% Return on average common equity........................... 15.12 13.73 14.63 13.53 Increase/(decrease) in tangible book value (annualized)... 12.63 26.77 (6.21) 21.79 Noninterest expense/(net interest income + noninterest income) 63.14 64.16 62.84 64.51 JUNE 30, DECEMBER 31, ---------------------- 1996 1995 1995 ---------- ---------- ------------ BALANCE SHEET RATIOS: Average loans to deposits (year to date)....................... 67.84% 66.12% 67.02% Allowance for possible loan losses to total loans.............. 1.63 1.75 1.70 Allowance for possible loan losses to nonperforming and restructured loans........................................ 240.52 222.70 216.73 Nonperforming and restructured assets to total assets........................................................ 0.51 0.76 0.55 CAPITAL RATIOS: Average stockholders' equity to average assets (year to date).. 8.92% 9.04% 9.43% Leverage ratio (regulatory minimum 3%)......................... 7.52 8.50 8.55 Total risk-based capital ratio (regulatory minimum 8%)........ 13.73 15.67 16.02 THREE MONTHS ENDED JUNE 30, ---------------------------------------------------------------- 1996 1995 ---------------------------------------------------------------- AVERAGE AVERAGE AVERAGE BALANCES AND NET INTEREST MARGIN AVERAGE YIELD/ AVERAGE YIELD/ ANALYSIS (TAXABLE EQUIVALENT BASIS): BALANCE RATE BALANCE RATE ------------- ------------- ------------- ------------- Loans..................................... $ 717,493 9.76% $ 580,739 10.15% Investment securities..................... 278,979 6.32 251,876 6.15 Federal funds sold........................ 33,204 5.35 26,546 6.01 ------------ ------------- Total earning assets.................... 1,029,676 8.69 859,161 8.85 Nonearning assets......................... 152,661 114,093 ------------ ------------- Total assets............................ $ 1,182,337 $ 973,254 ============ ============= Interest-bearing deposits................. $ 826,421 4.12% $ 694,496 4.55% Short-term borrowings..................... 7,153 5.74 479 5.43 Long-term borrowings...................... 1,446 6.42 -- -- ------------ ------------- Total interest-bearing liabilities...... 835,020 4.14 694,976 4.56 Demand deposits........................... 238,729 183,759 Other noninterest-bearing liabilities..... 8,040 6,500 Stockholders' equity...................... 100,548 88,019 ------------ ------------- Total liabilities and stockholders' equity $ 1,182,337 $ 973,254 ============ ============= Net interest spread....................... 4.55% 4.29% ============ ============= Net interest margin....................... 5.33% 5.17% ============ =============
8 PART II. OTHER INFORMATION --------------------------- ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. --------------------------------------------------- BancFirst Corporation held its Annual Meeting of Shareholders on May 23, 1996. Four proposals were submitted to the shareholders and were passed as follows: Proposal to set the number of directors at 10: 5,381,516 affirmative - --------------------------------------------- votes, 2,361 negative votes and 8,507 abstentions. Proposal to elect directors: 5,390,023 affirmative votes, 1,870 negative - --------------------------- votes and 491 abstentions. The directors elected were H. E. Rainbolt, David E. Rainbolt, J. Ralph McCalmont, Robert A. Gregory, John T. Hannah, J. R. Hutchens, Jr., William O. Johnstone, Stephen R. Lindemood, Melvin Moran and Joseph T. Shockley. Proposal to amend the BancFirst Corporation Stock Option Plan: 5,341,547 - ------------------------------------------------------------- affirmative votes, 6,840 negative votes and 26,903 abstentions. The proposal included the following: (i) increase the aggregate number of shares of the Company's Common Stock which may be issued upon the exercise of options ("Plan Options") granted under the Plan Options from 500,000 to 650,000; (ii) extend the term of the Plan Options until December 31, 2001; (iii) extend the term of Plan Options from 11 years to 15 years; (iv) provide that the exercise price of Plan Options shall be equal to the closing price of the Common Stock as reported by the National Association of Securities Dealers, Inc. ("NASDAQ") on the date of grant or, if no closing price is so reported, the closing price of the Common Stock as reported by NASDAQ on the most recent date next preceding the date of grant; and (iv) permit assignability of Plan Options for the purpose of making a charitable gift. Proposal to ratify Price Waterhouse as independent auditors: 5,391,413 - ----------------------------------------------------------- affirmative votes, 1,870 negative votes and 1,550 abstentions. No other matters were brought before the meeting for consideration. 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, 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. (filed as Exhibit 2.2 to the Company's Report on Form 10-Q for the quarter ended September 30, 1995 and incorporated herein by reference). 2.3 Agreement dated September 16, 1995 between BancFirst and William O. Johnstone (filed as Exhibit 2.3 to the Company's Report on Form 10-Q for the quarter ended September 30, 1995 and incorporated herein by reference). 27.1* Financial Data Schedule. - --------------------------------------------------------------------------------
*Filed herewith 10 (b) The following reports on Form 8-K have been filed by the Company during the quarter ended June 30, 1996.
DATE OF REPORT ITEMS REPORTED ---------- -------------------------------------------------------------- March 22, Consummation of merger with City Bankshares, Inc. of 1996 Oklahoma City, Oklahoma. Financial statements filed: -- Audited financial statements of City Bankshares, Inc. for the years ended December 31, 1995 and 1994 -- Unaudited Pro Forma Consolidated Condensed Financial Statements for the year ended December 31, 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. August 13, 1996 BANCFIRST CORPORATION (Registrant) /s/Randy Foraker ---------------------------------------- Randy P. Foraker Sr. Vice President, Controller and Secretary/Treasurer (Principal Accounting Officer) 12 EX-27 2 FINANCIAL DATA SCHEDULE
9 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE INTERIM FINANCIAL STATEMENTS OF THE REGISTRANT FOR THE SIX MONTHS ENDED JUNE 30, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 6-MOS DEC-31-1996 JAN-01-1996 JUN-30-1996 85,792 1 30,000 0 249,203 27,431 27,595 725,122 11,843 1,187,217 1,073,794 1,030 4,699 1,497 0 0 6,242 96,591 1,187,217 32,963 8,236 884 42,096 16,185 16,550 25,546 416 180 20,691 11,817 11,817 0 0 7,303 1.13 1.13 5.20 2,741 1,621 658 20,713 10,646 254 192 11,843 11,843 0 9,806
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