-----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, G/A5rng5FzlHm9OTci5BYq2OGhh8rJAmvude/yYLDpIe417CXRaatbWDq70B5KfD jt+/93DQXt5AhjKreHP9yQ== 0000930661-96-001633.txt : 19961118 0000930661-96-001633.hdr.sgml : 19961118 ACCESSION NUMBER: 0000930661-96-001633 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19960930 FILED AS OF DATE: 19961114 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: 96665668 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, 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 October 31, 1996, there were 6,399,338 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 6 Financial Condition and Results of Operations 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 10 Signatures 11 PART I. FINANCIAL INFORMATION ------------------------------ BANCFIRST CORPORATION CONSOLIDATED BALANCE SHEET (Dollars in thousands)
SEPTEMBER 30, --------------------- DECEMBER 31, 1996 1995 1995 ---------- -------- ------------ ASSETS Cash and due from banks $ 89,288 $ 57,919 $ 85,352 Interest-bearing deposits with banks 1 65 1 Securities 281,971 255,349 263,113 Federal funds sold 10,500 17,368 30,085 Loans: Total loans (net of unearned interest) 737,356 604,642 625,162 Allowance for possible loan losses (12,006) (10,338) (10,646) ---------- -------- ---------- Loans, net 725,350 594,304 614,516 Premises and equipment, net 33,503 27,729 28,308 Other real estate owned 1,259 2,149 781 Intangible assets, net 14,637 8,195 8,106 Accrued interest receivable 9,975 10,293 10,403 Other assets 20,094 7,858 7,673 ---------- -------- ---------- Total assets $1,186,578 $981,229 $1,048,338 ========== ======== ========== LIABILITIES AND STOCKHOLDERS' EQUITY Deposits: Noninterest-bearing $ 244,282 $173,346 $ 196,597 Interest-bearing 815,350 693,684 726,572 ---------- -------- ---------- Total deposits 1,059,632 867,030 923,169 Short-term borrowings 10,665 11,532 18,705 Long-term borrowings 1,448 810 918 Accrued interest payable 4,158 3,434 3,237 Other liabilities 4,184 3,629 3,966 ---------- -------- ---------- Total liabilities 1,080,087 886,435 949,995 ---------- -------- ---------- Commitments and contingent liabilities Stockholders' equity: Common stock 6,243 6,211 6,225 Capital surplus 34,870 34,408 34,769 Retained earnings 65,513 53,293 55,792 Unrealized securities gains (losses), net of tax (135) 882 1,557 ---------- -------- ---------- Total stockholders' equity 106,491 94,794 98,343 ---------- -------- ---------- Total liabilities and stockholders' equity $1,186,578 $981,229 $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 NINE MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, ---------------------- ----------------------- 1996 1995 1996 1995 ---------- ---------- ---------- ---------- INTEREST INCOME Loans, including fees $ 18,031 $ 15,060 $ 50,995 $ 42,711 Interest-bearing deposits with banks -- 1 -- 9 Securities: Taxable 4,214 3,585 12,151 10,184 Tax-exempt 146 151 445 446 Federal funds sold 318 363 1,214 1,226 ---------- ---------- ---------- ---------- Total interest income 22,709 19,160 64,805 54,576 ---------- ---------- ---------- ---------- INTEREST EXPENSE Deposits 8,665 7,809 24,849 22,329 Short-term borrowings 20 20 343 58 Long-term borrowings 24 -- 67 -- ---------- ---------- ---------- ---------- Total interest expense 8,709 7,829 25,259 22,387 ---------- ---------- ---------- ---------- Net interest income 14,000 11,331 39,546 32,189 Provision for possible loan losses 432 150 849 408 ---------- ---------- ---------- ---------- Net interest income after provision for possible loan losses 13,568 11,181 38,697 31,781 ---------- ---------- ---------- ---------- NONINTEREST INCOME Service charges on deposits 2,298 1,987 6,481 5,909 Securities transactions -- 48 180 111 Other 1,468 1,145 4,484 3,153 ---------- ---------- ---------- ---------- Total noninterest income 3,766 3,180 11,145 9,173 ---------- ---------- ---------- ---------- NONINTEREST EXPENSE Salaries and employee benefits 6,364 5,141 18,396 14,970 Occupancy and fixed assets expense, net 707 550 1,919 1,475 Depreciation 632 431 1,718 1,374 Amortization 531 397 1,450 1,071 Data processing services 352 284 1,005 878 Net (income) expense from other real estate owned 12 16 174 50 Other 2,536 1,806 7,163 6,128 ---------- ---------- ---------- ---------- Total noninterest expense 11,134 8,625 31,825 25,946 ---------- ---------- ---------- ---------- Income before taxes 6,200 5,736 18,017 15,008 Income tax expense (2,283) (2,097) (6,797 (5,594) ---------- ---------- ---------- ---------- Net income $ 3,917 $ 3,639 $ 11,220 $ 9,414 ========== ========== ========== ========== PER SHARE DATA (PRIMARY AND FULLY DILUTED) Net income $0.61 $0.57 $1.74 $1.47 ========== ========== ========== ========== Average common stock and common stock equivalents 6,446,714 6,408,592 6,442,218 6,388,743 ========== ========== ========== ==========
See accompanying notes to consolidated financial statements. 2 BANCFIRST CORPORATION CONSOLIDATED STATEMENT OF CASH FLOWS (Dollars in thousands)
NINE MONTHS ENDED SEPTEMBER 30 -------------------- 1996 1995 --------- -------- CASH FLOWS FROM OPERATING ACTIVITIES $ 4,368 $ 11,614 --------- -------- INVESTING ACTIVITIES Cash and due from banks used for acquisitions (10,495) (15,542) Purchases of securities (52,063) (42,263) Maturities of securities 52,330 57,147 Proceeds from sales of securities 15,709 4,043 Net decrease in federal funds sold 31,013 21,199 Purchases of loans (9,251) (9,383) Proceeds from sales of loans 81,587 38,102 Net other increase in loans (111,218) (68,233) Purchases of premises and equipment (3,361) (2,175) Proceeds from sales of other real estate owned and repossessed assets 968 1,130 Other, net (520) 608 --------- -------- Net cash used by investing activities (5,301) (15,367) --------- -------- FINANCING ACTIVITIES Net decrease in demand, transaction and savings deposits (11,272) (17,263) Net increase in certificates of deposit 25,028 14,786 Net increase (decrease) in short-term borrowings (8,039) 11,415 Net increase in long-term borrowings 530 810 Issuance of common stock 118 305 Purchase and retirement of common stock -- (577) Cash dividends paid (1,496) (1,303) --------- -------- Net cash provided by financing activities 4,869 8,173 --------- -------- Net increase in cash and due from banks 3,936 4,420 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 $ 89,289 $ 57,984 ========= ======== SUPPLEMENTAL DISCLOSURE Cash paid during the period for interest $ 24,338 $ 21,042 ========= ======== Cash paid during the period for income taxes $ 6,967 $ 5,439 ========= ========
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 October 1996, the Company acquired all the assets and assumed all the liabilities of Commerce Bancorporation, Inc. of McLoud, Oklahoma ("Commerce Bancorp"), which had approximately $18,000 in total assets. Commerce Bancorp was controlled by certain executive officers of the Company. The acquisition was accomplished through the exchange of 156,508 shares of common stock of the Company for all of the outstanding common stock of Commerce Bancorp. The minority shares of Commerce Bancorp's subsidiary bank were purchased for $102. The acquisition was accounted for as a book value purchase, which is similar to the pooling of interests method, although the effect of the acquisition is included in the Company's consolidated financial statements from the date of the acquisition forward. The acquisition will not have a material effect on the results of operations of the Company for 1996. 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:
NINE MONTHS ENDED YEAR ENDED SEPTEMBER 30, DECEMBER 31, 1996 1995 ------------- ------------ Net interest income $40,961 $49,226 Net income $11,130 $13,122 Net income per common share and common stock equivalent $ 1.73 $ 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 4 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:
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
(2) SECURITIES The table below summarizes securities held for investment and securities available for sale.
SEPTEMBER 30, DECEMBER 31, ------------------- 1996 1995 1995 -------- -------- -------- Held for investment, at cost (market value: $26,154, $42,643 and $42,577, respectively) $ 25,937 $ 42,148 $ 42,005 Available for sale, at market value 256,034 213,201 221,108 -------- -------- -------- Total $281,971 $255,349 $263,113 ======== ======== ========
5 BANCFIRST CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS SUMMARY The Company reported net income of $3.92 million for the quarter ended September 30, 1996, compared to net income of $3.64 million for the third quarter of 1995. The growth in earnings was the combined result of acquisitions in 1995 and 1996 and internal growth. Earnings per share was $0.61 for the third quarter of 1996, compared to $0.57 per share for the third quarter of 1995. Net income for the first nine months of 1996 was $11.2 million, compared to $9.41 million for the same period of 1995. Year-to-date earnings per share was $1.74, compared to $1.47 for the first nine months of 1995. Total assets increased $138 million from December 31, 1995 and $206 million from September 30, 1995 due to acquisitions having total assets aggregating approximately $140 million, and internal growth. Stockholders' equity rose to $106 million, an increase of $8.15 million compared to December 31, 1995 and $11.7 million compared to September 30, 1995. RESULTS OF OPERATIONS THIRD QUARTER Net interest income increased for the third quarter of 1996 by $2.67 million, or 23.6%, as compared to the same quarter of 1995, primarily as a result of earning asset growth. Net interest spread was 4.55% for the third quarter of 1996, compared to 4.36% for 1995, while average net earning assets increased $42.3 million. Net interest margin on a taxable equivalent basis was 5.41% for the third quarter, compared to 5.24% for the same quarter of 1995. The Company provided $432,000 for possible loan losses for the quarter, compared to $150,000 for the same quarter of 1995. Net loan charge-offs were $269,000 for the third quarter of 1996, compared to $134,000 for the third quarter of 1995. The net charge-offs in 1996 represent an annualized rate of only 0.15% of total loans. Noninterest income increased $586,000, or 18.4%, compared to the third quarter of 1995 due to income added by acquisitions and from increased mortgage loan activity. Noninterest expense increased $2.51 million, or 29.1%, due to added operating expenses of the banks acquired in 1995 and 1996, and the $542,000 refund of FDIC insurance premiums received in the third quarter of 1995. YEAR-TO-DATE For the first nine months of 1996, net interest income increased by $7.36 million, or 22.9%, as compared to the first nine months of 1995, primarily as a result of earning asset growth. Net interest spread was 4.51% for 1996, compared to 4.36% for 1995, while average net earning assets increased $33.8 million. Net interest margin on a taxable equivalent basis was 5.33% for the first nine months, compared to 5.22% for the same period of 1995. The Company provided $849,000 for possible loan losses for the year-to-date, compared to $408,000 in 1995. Net loan charge-offs were $336,000 for 1996, compared to $162,000 for 1995, representing annualized rates of only 0.06% and 0.04% of total loans, respectively. Noninterest income increased $1.97 million, or 21.5%, compared to the first nine months of 1995 due to income added by acquisitions and from increased mortgage loan activity. Noninterest expense increased $5.88 million, or 22.7%, due to added operating expenses of the banks acquired in 1995 and 1996. 6 FINANCIAL POSITION Total securities increased $18.9 million compared to December 31, 1995 and $26.6 million compared to September 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 $204,000 at the end of the third quarter of 1996, compared to a gain of $2.4 million at December 31 and a gain of $1.36 million at September 30, 1995. The average taxable equivalent yield on the securities portfolio for the third quarter increased to 6.35% from 6.07% for the same quarter of 1995. Total loans increased $112 million from December 31, 1995 and $133 million from September 30, 1995 due to both internal loan growth and acquisitions. The allowance for possible loan losses increased $1.36 million in the first nine months of 1996 due primarily to purchased reserves from acquisitions. The allowance as a percentage of total loans was 1.63%, 1.70% and 1.71% at September 30, 1996, December 31, 1995 and September 30, 1995, respectively. Nonperforming and restructured assets increased slightly in the first nine months of 1996 to $7.72 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 is only 0.65%, 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 $136 million as compared to December 31, 1995 and $193 million compared to September 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% of total deposits at September 30, 1996. Short-term borrowings decreased $8.04 million from December 31, 1995 as the net result of the maturity of $15 million in Federal Home Loan Bank borrowings and an increase in federal funds purchased. Stockholders' equity rose to $106 million, an increase of $8.15 million compared to year-end 1995 and $11.7 million compared to September 30, 1995. These increases were primarily the result of accumulated earnings. Average stockholders' equity to average assets dropped slightly to 8.84% from 9.43% at December 31, 1995 due to an acquisition in March 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 NINE MONTHS ENDED ENDED SEPTEMBER 30, SEPTEMBER 30, ----------------- ------------------ 1996 1995 1996 1995 ------- ------- ------- ------- PER COMMON SHARE DATA: Net income $ 0.61 $ 0.57 $ 1.74 $ 1.47 Cash dividends declared 0.08 0.07 0.24 0.21 Book value at period end 17.06 15.26 Tangible book value at period 14.71 13.94 end PERFORMANCE RATIOS: Return on average assets 1.32% 1.48% 1.32% 1.32% Return on average common equity 14.93 15.76 14.91 14.24 Increase/(decrease) in tangible 18.81 21.47 2.39 22.46 book value (annualized) Noninterest expense/(net 62.67 59.44 62.78 62.73 interest income + noninterest income)
SEPTEMBER 30, DECEMBER 31, ----------------- 1996 1995 1995 ------- ------- ------- BALANCE SHEET RATIOS: Average loans to deposits (year to date) 68.45% 66.66% 67.02% Allowance for possible loan losses to total loans 1.63 1.71 1.70 Allowance for possible loan losses to nonperforming and 189.31 226.41 216.73 restructured loans Nonperforming and restructured assets to total assets 0.65 0.70 0.55 CAPITAL RATIOS: Average stockholders' equity to average assets (year to 8.84% 9.30% 9.43% date) Leverage ratio (regulatory minimum 3%) 7.85 8.84 8.55 Total risk-based capital ratio (regulatory minimum 8%) 14.23 16.14 16.02
THREE MONTHS ENDED SEPTEMBER 30, ----------------------------------------------- 1996 1995 ---------------------- -------------------- AVERAGE BALANCES AND NET AVERAGE AVERAGE INTEREST MARGIN ANALYSIS AVERAGE YIELD/ AVERAGE YIELD/ (TAXABLE EQUIVALENT BASIS): BALANCE RATE BALANCE RATE ------- ------- ------- ------- Loans $ 737,002 9.76% $595,089 10.09% Investment securities 278,193 6.35 249,596 6.07 Federal funds sold 23,807 5.51 24,729 5.83 ---------- -------- Total earning assets 1,039,002 8.75 869,414 8.81 Nonearning assets 134,804 111,036 ---------- -------- Total assets $1,173,806 $980,450 ========== ======== Interest-bearing deposits $ 822,622 4.19% $696,845 4.44% Short-term borrowings 1,708 4.66 1,659 5.02 Long-term borrowings 1,486 6.46 -- -- ---------- -------- Total interest-bearing 825,816 4.20 698,504 4.45 liabilities Demand deposits 236,631 183,676 Other noninterest-bearing 7,301 5,908 liabilities Stockholders' equity 104,058 92,362 ---------- -------- Total liabilities and stockholders' equity $1,173,806 $980,450 ========== ======== Net interest spread 4.55% 4.36% ==== ==== Net interest margin 5.41% 5.24% ==== ====
8 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, 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). 2.4* Agreement and Plan of Reorganization dated September 26, 1996 between BancFirst Corporation and Commerce Bancorporation, Inc. 3.0* Certificate of Amendment to the Amended and Restated Certificate of Incorporation of BancFirst Corporation dated October 25, 1996. 27.1* Financial Data Schedule. - -------------------------------------------------------------------------------- *Filed herewith (b) The following reports on Form 8-K have been filed by the Company during the quarter ended September 30, 1996. DATE OF REPORT ITEMS REPORTED - ------------ ---------------------------------------------------------------- July 1, 1996 Change in Registrant's Certifying Accountant as a result of the sale of Price Waterhouse LLP's Oklahoma City practice to Coopers & Lybrand LLP. 10 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 14, 1996 BANCFIRST CORPORATION (Registrant) /s/ Randy Foraker ------------------------------------ Randy P. Foraker Sr. Vice President, Controller and Secretary/Treasurer (Principal Accounting Officer) 11 EX-2.4 2 PLAN OF AGMT AND PLAN OF REORGANIZATION EXHIBIT 2.4 AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Reorganization Agreement") is made and entered into the 26th day of September, 1996, by and between BANCFIRST CORPORATION, an Oklahoma corporation ("BancFirst Corp"), and COMMERCE BANCORPORATION, INC., an Oklahoma corporation ("Commerce"), which corporations are also sometimes hereinafter referred to collectively as the "Constituent Corporations." W I T N E S S E T H: WHEREAS, BancFirst Corp is a registered bank holding company duly organized and existing under the laws of the State of Oklahoma, having an authorized capital stock consisting of (i) 7,500,000 shares of common stock, par value $1.00 per share, 6,215,624 of which are currently issued and outstanding, (ii) 900,000 shares of 10% preferred stock, par value $5.00 per share, none of which are currently issued and outstanding, and (iii) 10,000,000 shares of senior preferred stock, par value $1.00 per share, none of which are currently issued and outstanding; and WHEREAS, Commerce is a registered bank holding company duly organized and existing under the laws of the State of Oklahoma, having an authorized capital stock consisting of (i) 45,000 shares of common stock, par $1.00 per share, 22,532.66 of which are currently issued and outstanding; and (ii) 6,500 shares of 10% cumulative preferred stock, par value $13.25 per share, none of which are currently issued and outstanding; and WHEREAS, it is deemed advisable and to the benefit of the Constituent Corporations and their respective shareholders that the parties adopt a plan of reorganization (the "Reorganization") in accordance with the provisions of Section 368 (a)(1)(C) of the Internal Revenue Code of 1986, as amended; and WHEREAS, pursuant to the Reorganization, BancFirst Corp (i) will issue certain shares of its common stock to Commerce, (ii) will acquire in exchange for those shares full right, title, and interest in all of the Company's assets, including all of the shares of common stock of The Bank of McCloud (the "Bank") which are owned by Commerce, and (iii) will assume and become directly liable for all of Commerce's liabilities (as defined in Section 1.02); NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements contained herein, the parties hereto agree as follows: 1. Purchase and Sale of Commerce' Assets; Assumption of Liabilities. ---------------------------------------------------------------- 1.01 The Assets. In exchange for the consideration specified in ---------- Section 2, and subject to the terms and conditions provided herein, at the Closing (as defined in Section 3) Commerce agrees to sell to BancFirst Corp and BancFirst Corp agrees to purchase all of Commerce' assets (the "Assets") as they exist at the Closing Date. 1.02 Liabilities. Commerce agrees to assign to BancFirst Corp, and ----------- BancFirst Corp agrees to assume on the Closing Date and pay and discharge in due course, all of Commerce' debts, liabilities, obligations and contracts, matured or unmatured, whether accrued, absolute, contingent or otherwise, and whether or not reflected or reserved against on the balance sheets or records of Commerce (the "Liabilities"). 2. Issuance of BancFirst Corp Stock. -------------------------------- 2.01 Stock Issuance. At the Closing, in consideration for -------------- acquisition of the Assets, BancFirst Corp, in addition to assuming the Liabilities, shall issue to Commerce a total number of shares of BancFirst Corp common stock which shall be determined by multiplying 6.9335 times the number of outstanding shares of Commerce common stock). 2.02 No Fractional Shares. If the number of shares of BancFirst Corp -------------------- common stock determined pursuant to Section 2.01 is a total that includes a fractional share, then the total number of shares of BancFirst Corp common stock issuable to Commerce shall be increased to the next full share. 3. Closing. ------- 3.01 Date of Closing. The parties intend that the closing of the --------------- transactions contemplated hereby (the "Closing") shall take place on the latter to occur of: (a) the date as of which BancFirst Corp has obtained all necessary prior written approval of the Federal Reserve Board ("Federal Reserve") for both (i) the transactions contemplated by the Reorganization Agreement and (ii) the separate merger of the Bank into BancFirst, and any mandatory waiting period has expired (or if such date is not a business day, then the next business day following); (b) the date as of which the Oklahoma State Banking Board has approved the separate merger of the Bank into BancFirst; (c) as soon as possible following the first month-end date as of which Commerce's "Common Equity Capital" (as defined in Section 3.02) equals not less than $1,600,000, or (iv) such later date as the Constituent Corporations may agree upon. The date of Closing is referred to herein as the "Closing Date." 3.02 Common Equity Capital. "Common Equity Capital" shall be --------------------- determined by taking the amount of Commerce's total equity capital attributable to the holders of its common stock, determined in accordance with generally accepted accounting principles, as further adjusted to carry out each of the following adjustments: (a) Any investment in McLoud Insurance Agency or its assets shall be reduced to $0; 2 (b) Any common stock dividend declared or paid by Commerce between the month-end preceding the Effective Time and the Effective Time shall be deducted; (c) Any adjustment to loan loss reserve which otherwise might be required by generally accepted accounting principles shall be eliminated, provided that the requirements of Section 5.05 hereof are met; and (d) Any entries to account for the future benefits payable under that certain agreement effective January 11, 1995, by and between Commerce and Donald Bierman shall be added back in determining Common Equity Capital. 3.03 Actions of Commerce at Closing. At Closing, Commerce shall; ------------------------------ (a) Deliver to BancFirst Corp certificates representing all shares of Bank Common stock owned by Commerce, duly assigned to BancFirst Corp or with duly executed assignments separate from certificates; (b) Execute, acknowledge and deliver to BancFirst Corp such deeds, bills of sale, endorsements, assignments, and other instruments of sale, conveyance, transfer and assignment, as required or desirable in order to effectively vest in BancFirst Corp title to any of the other Assets; and (c) Deliver to BancFirst Corp all files, documents, papers, agreements, books of account and other records pertaining to the Assets purchased and liabilities assumed by BancFirst Corp other than Commerce' corporate minute books. 3.04 Actions of BancFirst Corp at Closing. At Closing, BancFirst ------------------------------------ Corp shall execute and deliver to Commerce one or more undertakings or other agreements whereby BancFirst Corp assumes and agrees to pay and discharge in due course the Liabilities of Commerce which BancFirst Corp has agreed pursuant to Section 1.02 of this Agreement to assume, pay, discharge, perform and fulfill, in such form as may be reasonably required by counsel to Commerce. 3.05 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 the other party as are necessary or desirable to consummate the transactions contemplated by this Agreement. 3 4. Restrictive Legend. The stock certificates evidencing shares of ------------------ BancFirst Corp common stock issued in the Reorganization will bear the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR TRANSFERRED FOR VALUE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION OF THEM UNDER THE SECURITIES ACT OF 1933, AND/OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO COUNSEL FOR THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR ACTS. 5. Commerce's Covenants. Commerce agrees that, prior to the Effective -------------------- Time: 5.01 Business Operations. Commerce and the Bank shall conduct their ------------------- respective operations only in the ordinary and usual course of business consistent with past and current practices. Exclusive of lending and deposit contracts, neither Commerce nor the Bank will enter into any new contract, or renew or extend any existing contract, without the prior consent of BancFirst Corp. Neither Commerce nor the Bank will (a) sell any assets (except as permitted by Section 5.04), or (b) purchase any fixed assets at a price of more than $10,000 tn the aggregate. 5.02 Employee Compensation. Except with BancFirst Corp's prior --------------------- written consent or pursuant to contracts in existence as of the date hereof and except for normal annual salary increases consistent with past practices, no increase will be made in the compensation or rate of compensation payable or to become payable to the officers or employees of Commerce or the Bank, and no bonus, profit sharing, retirement, insurance, death, fringe benefit or other extraordinary or indirect compensation shall accrue, be set aside or be paid to, for or on behalf of any of such officers or employees other than as required by presently existing pension, profit sharing, bonus and similar benefit plans as presently constituted, and no agreement or plan other than those now in effect shall be adopted or committed for; provided, however, this section shall not limit Commerce's ability to commit to pay consulting fees for a term ending on or before the Effective Time. 5.03 Retirement of Preferred Stock. On or prior to the Effective ----------------------------- Time, Commerce will have retired all of its then outstanding 10% cumulative preferred stock at a price not to exceed $80,000. 5.04 Duration of Securities. The Bank shall have eliminated from its ---------------------- securities portfolio any securities that, as of the date of the Reorganization Agreement, have a duration beyond June 1, 1998. Further, the Bank shall not purchase any securities after the date hereof which have a duration beyond June 1, 1998. 4 5.05 Adequacy of Bank's Reserve for Loan Losses. If the Bank's loan ------------------------------------------ loss reserve equals or exceeds 1.5% of the Bank's total loans outstanding as of the month-end immediately preceding the Effective Time, BancFirst Corp shall deem the reserve to be adequate. Prior to the month-end immediately preceding the Effective Time, the Bank may reduce its reserve for loan losses to an amount not less than 1.5% of total loans outstanding, crediting any amount in excess of that percentage to income. 6. Accountinq Matters. For accounting purposes the transaction shall ------------------ be treated as a book value purchase transaction. The assets and liabilities of Commerce at the Closing date shall be taken upon the books of BancFirst Corp at their respective values as reflected on the books of Commerce. 7. Submission to Shareholders and the Federal Reserve. The -------------------------------------------------- Reorganization Agreement is subject to obtaining the approval of the shareholders of Commerce, and shall be submitted to the shareholders of Commerce at a meeting called for such purpose. Upon approval by the requisite vote of the shareholders of Commerce and after obtaining all necessary approval from the Federal Reserve, the Closing shall occur as soon as practicable thereafter in the manner provided in Section 3.01 hereof. 8. Termination. This Reorganization Agreement may be terminated and ----------- abandoned at any time prior to the Closing, whether before or after action thereon by the shareholders of Commerce; (a) by the mutual consent in writing of the boards of directors of BancFirst Corp and of Commerce; or (b) by the board of directors of BancFirst Corp in writing at any time prior to the Closing if BancFirst Corp determines, in its sole discretion, that there has been a material adverse change in the financial condition of Commerce or of the Bank; or (c) by the board of directors of Commerce in writing at any time prior to the Closing if Commerce determines, in its sole discretion, that there has been a material adverse change in the financial condition of BancFirst Corp or of BancFirst; or (d) by the board of directors of either of the Constituent Corporations in writing at any time prior to the Closing if (1) a material breach shall exist with respect to any written representation or warranty made by the other Constituent Corporation in connection with the transactions, or (2) the other Constituent Corporation, without prior written consent of such Constituent Corporation, shall take any action prohibited by this Reorganization Agreement, or (3) in the opinion of the board of directors of such Constituent Corporation, any consent of any third party is reasonably necessary to carry out the transactions, or to prevent a default under any outstanding obligation 5 of either Constituent Corporation, and such consent is not obtainable; or (e) by the board of directors of BancFirst Corp in writing at any time prior the Closing if any covenant contained in Section 5 has been breached by Commerce; or (f) by the board of directors of either BancFirst Corp or Commerce in writing if the Closing has not occurred by December 31, 1996. In any event of the termination and abandonment of this Reorganization Agreement pursuant to the provisions of this Section 8, the same shall be of no further force or effect. 9. Waiver, Extension and Amendment. Any of the terms or conditions of -------.----------------------- this Reorganization Agreement may be waived at any time, whether before or after action thereon by the shareholders of BancFirst Corp or Commerce, by the party which is entitled to the benefits thereof; and this Reorganization Agreement may be modified or amended at any time, whether before or after action thereon by the shareholders of BancFirst Corp or Commerce, by the parties hereto. Any wavier, modification or amendment shall be in writing. 6 IN WITNESS WHEREOF BancFirst Corp and Commerce have caused this Reorganization Agreement to be executed by their duly authorized officers and their corporate seals to be affixed as of the date first above written. "BANCFIRST CORP" BANCFIRST CORPORATION Oklahoma City, Oklahoma By /s/ David E. Rainbolt ---------------------------------------- David E. Rainbolt, Chief Executive Officer and President ATTEST: /s/ Randy Foraker - ----------------------------------- Randy Foraker, Secretary (SEAL) "COMMERCE" COMMERCE BANCORPORATION, INC. McCloud, Oklahoma By /s/ H. E. Rainbolt ---------------------------------------- H. E. Rainbolt, President ATTEST: /s/ Leslie E. Greathouse, Secretary - ----------------------------------- Leslie E. Greathouse, Secretary (SEAL) 7 PLAN OF COMPLETE LIQUIDATION AND DISSOLUTION 1. This Plan is intended to accomplish the complete liquidation and dissolution of Commerce Bancorporation, Inc. ("Commerce"), an Oklahoma corporation, in the manner stated in this Plan. 2. This Plan shall be adopted when it shall have been approved by the holders of a majority of the issued and outstanding shares of the common stock of Commerce. 3. After this Plan has been adopted by the shareholders, and after the Closing Date of the transactions contemplated by that certain "Agreement and Plan of Reorganization" (the "Agreement") by and between BancFirst Corporation and Commerce, Commerce shall cease doing business and shall thereupon distribute all of its assets, consisting solely of BancFirst Corporation common stock, to its shareholders, as more specifically provided below. 4. Each holder of shares of Commerce's common stock shall be entitled to receive in the aggregate in liquidation of all of his shares of common stock that number of the shares of BancFirst Corporation common stock owned by the Corporation which shall be determined by multiplying 6.9335 times the number of shares of Commerce's common stock owned by that holder. 5. If the total number of shares that any shareholder would be entitled to receive pursuant to Section 4 hereof includes a fractional share, then the total number of shares to be distributed to that shareholder (excluding R Banking Ltd. Partnership) shall instead be rounded upward to the next full share. If the number of shares of BancFirst Corporation common stock owned by Commerce is not sufficient to satisfy the total required by this section because of the rounding upward of fractional shares, then the aggregate number of full and fractional shares required to round other shareholders' shares shall be deducted from the total number of shares that R Banking Ltd. Partnership would otherwise be entitled to receive in liquidation pursuant to Section 4 hereof. 6. By the terms of the Agreement, immediately following the Closing Commerce will have no assets other than BancFirst Corporation common stock, and will have no remaining liabilities. Accordingly, upon distribution of the BancFirst Corporation common stock as provided above, Commerce shall be formally dissolved in accordance with the Oklahoma General Corporation Act. 7. The officers of Commerce are authorized and directed to file a Certificate of Dissolution with the Secretary of State of the State of Oklahoma as required by the Oklahoma General Corporation Act. 8. Commerce shall file Form 966 with the Internal Revenue Service, together with a certified copy of the resolution adopting this Plan by the shareholders within thirty (30) days after this Plan shall have been adopted. 9. The officers of Commerce are hereby authorized and directed to perform all acts necessary to effect the liquidation and dissolution of Commerce including, without limitation, the execution of all documents, instruments and records incident to such liquidation. 10. Notwithstanding the foregoing, the board of directors of Commerce may abandon this Plan of Complete Liquidation and Dissolution without further action by the shareholders, if the board in its discretion determines that such abandonment is desirable under the circumstances that then exist. EX-3.0 3 AMENDED CERTIFICATE OF INCORPORATION EXHIBIT 3.0 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BANCFIRST CORPORATION TO: THE SECRETARY OF STATE OF THE STATE OF OKLAHOMA 101 State Capitol Building, Oklahoma City, Oklahoma 73105 The undersigned Oklahoma corporation, for the purpose of amending its Amended and Restated Certificate of Incorporation as provided by Section 1077 of the Oklahoma General Corporation Act, hereby certifies; 1. Name. A. The name of the corporation is: BancFirst Corporation. 2. Registered Office. A. No change, as filed March 5, 1993. 3. Term. A. No change, as filed March 5, 1993. 4. Purpose. A. No change, as filed March 5, 1993. 5. Capital Stock. A. No change, as filed December 30, 1993. 6. That the Amended and Restated Certificate of Incorporation is hereby amended by: a. Changing the first paragraph of ARTICLE 5 to read as follows; "ARTICLE 5 The aggregate number of shares of all classes which the Corporation shall have authority to allot is 18,400,000. The designation of each class, the number of shares of each class, the par value of each class and the total authorized capital of the Corporation are as follows:
TOTAL PAR VALUE CLASS NUMBER OR SHARES PAR VALUE AUTHORIZED ----- ---------------- --------- --------------- Senior Preferred Stock 10,000,000 $1.00 $10,000,000 10% Cumulative Preferred Stock 900,000 5.00 4,500,000 Common Stock 7,500,000 1.00 7,500,000 ---------- ----------- Total 18,400,000 $22,000,000 "
7. That at a meeting of the Board of Directors, a resolution was duly adopted setting forth the foregoing proposed amendment to the Amended and Restated Certificate of Incorporation of the Corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of the Corporation for consideration thereof. That thereafter, pursuant to said resolution of its Board of Directors, a meeting of the stockholders of the Corporation was duly called and held, at which meeting the necessary number of shares as required by statute were voted in favor of the amendment. SUCH AMENDMENT WAS DULY ADOPTED IN ACCORDANCE WITH Okla. Stat. tit. 18, (S)1077. IN WITNESS WHEREOF, the Corporation has caused this Amendment to its Amended and Restated Certificate of Incorporation to be signed by the President and attested by its Secretary this 25th day of October, 1996. BANCFIRST CORPORATION By: /s/ David E. Rainbolt ---------------------------------- David E. Rainbolt, President ATTEST: /s/ Randy P. Foraker - ---------------------------------- Randy P. Foraker, Secretary EX-27 4 FINANCIAL DATA SCHEDULE
9 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE INTERIM FINANCIAL STATEMENTS OF THE REGISTRANT FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 9-MOS DEC-31-1996 JAN-01-1996 SEP-30-1996 89,288 1 10,500 0 256,034 25,937 26,154 737,356 12,006 1,186,578 1,059,632 10,665 8,342 1,448 0 0 6,243 100,248 1,186,578 50,995 12,596 1,214 64,805 24,849 25,259 39,546 849 180 31,825 18,017 11,220 0 0 11,220 1.74 1.74 5.26 4,134 1,642 661 18,885 10,646 601 270 12,006 12,006 0 9,668
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