-----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, Iq3wUaaTXh4Ql+G3d3H6dBtB+yqaScsr6DJoH2fzLubh4kX/a8p2psF3xH5+i8rw lPJ0ejP0lw1uAX8t/Rgqlw== 0001275287-06-006265.txt : 20061128 0001275287-06-006265.hdr.sgml : 20061128 20061128134048 ACCESSION NUMBER: 0001275287-06-006265 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061128 ITEM INFORMATION: Triggering Events That Accelerate or Increase a Direct Financial Obligation under an Off-Balance Sheet Arrangement ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061128 DATE AS OF CHANGE: 20061128 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BANCFIRST CORP /OK/ CENTRAL INDEX KEY: 0000760498 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 731221379 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-14384 FILM NUMBER: 061241679 BUSINESS ADDRESS: STREET 1: 101 N BROADWAY STE 200 CITY: OKLAHOMA CITY STATE: OK ZIP: 73102-8401 BUSINESS PHONE: 4052701000 MAIL ADDRESS: STREET 1: 101 NORTH BROADWAY STREET 2: STE 200 CITY: OKLAHOMA CITY STATE: OK ZIP: 73102-8401 FORMER COMPANY: FORMER CONFORMED NAME: UNITED COMMUNITY CORP DATE OF NAME CHANGE: 19890401 8-K 1 bc8103.txt FORM 8-K ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) November 28, 2006 BANCFIRST CORPORATION ------------------------------------------------------ (Exact name of registrant as specified in its charter) OKLAHOMA 0-14384 73-1221379 ---------------------------- ------------ ------------------- (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 101 North Broadway, Oklahoma City, Oklahoma 73102 ------------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (405) 270-1086 -------------------------------------------------------------- (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c)) ================================================================================ ITEM 2.04 TRIGGERING EVENTS THAT ACCELERATE OR INCREASE A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT On November 28, 2006, BancFirst Corporation (the "Company") called for the redemption on January 15, 2007 of all of its outstanding 9.65% Junior Subordinated Deferrable Interest Debentures, Series B, due January 15, 2027 (the "Debentures"), which are held by BFC Capital Trust I. As a result, all of the outstanding 9.65% Capital Securities, Series B, and 9.65% Common Securities of BFC Capital Trust I (collectively, the "Trust Securities") will also be redeemed on January 15, 2007. The redemption price for the Trust Securities will be 104.825% of the aggregate $25,000,000 liquidation amount of the Trust Securities that are publicly held, plus approximately $1,206,250 of accrued distributions thereon through the redemption date. The Debentures were originally issued on February 4, 1997 and, in accordance with their terms, are subject to optional redemption by the Company on or after January 15, 2007. Pursuant to the terms of its Amended and Restated Declaration of Trust, BFC Capital Trust I is required to use the proceeds it receives from the redemption of the Junior Subordinated Debentures to redeem its Trust Securities on the same day. The redemption price for the Debentures is identical to the redemption price for the Trust Securities. As a result of these transactions, the Company will incur a one-time charge of approximately $1.2 million after taxes, at the time of the redemption. The one-time charge reflects the premium paid and the acceleration of the unamortized issuance costs. Following the prepayment of the Debentures and the redemption of the Trust Securities, the Company will continue to comply with all applicable regulatory capital requirements and BancFirst, the Company's principal subsidiary bank, will continue to be "well capitalized" for regulatory purposes. For additional information, please see the press release announcing the redemption attached as Exhibit 99.1 hereto. ITEM 7.01. REGULATION FD DISCLOSURE On November 28, 2006, the Company issued a press release announcing its intention to prepay the Debentures and to redeem the Trust Securities. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein. ITEM 8.01 OTHER EVENTS On November 28, 2006, the BancFirst Corporation announced its approval of a cash dividend on its common stock. A copy of this press release is being filed as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference in its entirety. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS (d) Exhibits. Exhibits: 99.1 Press Release dated November 28, 2006. 2 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 hereunto duly authorized. BANCFIRST CORPORATION (Registrant) Date: November 28, 2006 /s/ Joe T. Shockley, Jr. ----------------------------- Joe T. Shockley, Jr. Executive Vice President, Chief Financial Officer and Secretary (Principal Financial Officer) 3 EXHIBIT INDEX EXHIBIT NUMBER EXHIBIT DESCRIPTION - ------- -------------------------------------------------------------------- 99.1 Press release dated November 28, 2006. 4 EX-99.1 2 bc8103ex991.txt EXHIBIT 99.1 Exhibit 99.1 BANCFIRST CORPORATION ANNOUNCES PLANNED REDEMPTION OF BFC CAPITAL TRUST I 9.65% TRUST PREFERRED SECURITIES AND ANNOUNCES COMMON DIVIDEND OKLAHOMA CITY, Nov. 28 /PRNewswire-FirstCall/ -- BancFirst Corporation (Nasdaq: BANF) announced today that all of the 9.65% trust securities of its wholly owned subsidiary, BFC Capital Trust I, will be redeemed on January 15, 2007, for a redemption price equal to 104.825% of the aggregate $25,000,000 liquidation amount of the trust securities that are publicly held, plus all accrued and unpaid distributions thereon to the redemption date. Distributions on the trust securities will cease to accrue on and after the redemption date. The Bank of New York Trust Company, N.A. serves as property trustee of the trust, and will notify holders of the redemption. The trust is making such redemption in connection with the concurrent prepayment by BancFirst Corporation of a like amount of its 9.65% Junior Subordinated Deferrable Interest Debentures due January 15, 2027, which are held exclusively by the trust. Pursuant to the terms of the indenture relating to the debenture, the debentures may be prepaid at any time on or after January 15, 2007, at a prepayment price equal to 104.825% of the principal outstanding amount of the debentures plus accrued and unpaid interest to the redemption date. As a result of these transactions, the Company will incur a one-time charge of approximately $1.2 million after taxes, at the time of the redemption. The one-time charge reflects the premium paid and the acceleration of the unamortized issuance costs. BancFirst also announced that its Board of Directors approved a cash dividend of $0.18 per share on its common stock. The dividend is payable January 16, 2007 to shareholders of record on December 31, 2006. The Company may make forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 with respect to earnings, credit quality, corporate objectives, interest rates and other financial and business matters. Forward- looking statements include estimates and give management's current expectations or forecasts of future events. The Company cautions readers that these forward-looking statements are subject to numerous assumptions, risks and uncertainties, including economic conditions, the performance of financial markets and interest rates; legislative and regulatory actions and reforms; competition; as well as other factors, all of which change over time. Actual results may differ materially from forward-looking statements. SOURCE BancFirst -0- 11/28/2006 /CONTACT: Joe T. Shockley, Chief Financial Officer, +1-405-270-1003, or David Rainbolt, Chief Executive Officer, +1-405-270-1002, both of BancFirst Corporation/ /Photo: NewsCom: http://www.newscom.com/cgi-bin/prnh/20040818/BANFLOGO PRN Photo Desk photodesk@prnewswire.com/ (BANF) -----END PRIVACY-ENHANCED MESSAGE-----