-----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, D48WvAW8hwc2w0FGes+XRZR2IECIKj9brVjqtWlM5dbXuKA8ii0jO6QHKAKSZpl7 thZ2aMeY3cnD6LAotL9v6g== /in/edgar/work/20000628/0000875357-00-000012/0000875357-00-000012.txt : 20000920 0000875357-00-000012.hdr.sgml : 20000920 ACCESSION NUMBER: 0000875357-00-000012 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000628 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BOK FINANCIAL CORP ET AL CENTRAL INDEX KEY: 0000875357 STANDARD INDUSTRIAL CLASSIFICATION: [6021 ] IRS NUMBER: 731373454 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 000-19341 FILM NUMBER: 662707 BUSINESS ADDRESS: STREET 1: BANK OF OKLAHOMA TOWER STREET 2: PO BOX 2300 CITY: TULSA STATE: OK ZIP: 74192 BUSINESS PHONE: 9185886416 MAIL ADDRESS: STREET 1: BANK OF OKLAHOMA TOWER STREET 2: P O BOX 2300 CITY: TULSA STATE: OK ZIP: 74192 11-K 1 0001.txt THRIFT PLAN FOR SALARIED EMPLOYEES ---------------------------------------------------------------------- As filed with the Securities and Exchange Commission on June 28, 2000 ---------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1999 ------------------------------------------------------------------ A. Full title of the plan and the address of the plan: BOK FINANCIAL THRIFT PLAN FOR SALARIED EMPLOYEES Bank of Oklahoma Tower Tulsa, Oklahoma 74192 ------------------------------------------------------------------ B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: BOK Financial Corporation Bank of Oklahoma Tower Tulsa, Oklahoma 74192 ------------------------------------------------------------------ Exhibit Number Description of Exhibit 23.0 Consent of Ernst & Young, LLP SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. BOK FINANCIAL THRIFT PLAN FOR SALARIED EMPLOYEES Date: June 28, 2000 By: /s/ Gerald L. Hollingsworth ------------- --------------------------- Gerald L. Hollingsworth Vice President, Manager of Compensation and Benefits BOK Financial Thrift Plan for Salaried Employees (formerly BOK Financial Thrift Plan) Financial Statements and Supplemental Schedule As of December 31, 1999 and 1998 and for the Year ended December 31, 1999 Index to Financial Statements Report of Independent Auditors................................................1 Audited Financial Statements Statements of Net Assets Available for Benefits...............................2 Statement of Changes in Net Assets Available for Benefits.....................3 Notes to Financial Statements.................................................4 Supplemental Schedule Schedule H; Line 4i-Schedule of Assets Held for Investment Purposes at End of Year........................................9 Report of Independent Auditors The Plan Administrative Committee BOK Financial Thrift Plan for Salaried Employees We have audited the accompanying statements of net assets available for benefits of the BOK Financial Thrift Plan for Salaried Employees (formerly BOK Financial Thrift Plan) as of December 31, 1999 and 1998, and the related statement of changes in net assets available for benefits for the year ended December 31, 1999. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits at December 31, 1999 and 1998, and the changes in its net assets available for benefits for the year ended December 31, 1999, in conformity with accounting principles generally accepted in the United States. Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of assets held for investment purposes at end of year as of December 31, 1999, is presented for purposes of additional analysis and is not a required part of the financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in our audit of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole. /s/ Ernst & Young LLP Tulsa, Oklahoma May 19, 2000 1 BOK Financial Thrift Plan for Salaried Employees (formerly BOK Financial Thrift Plan) Statements of Net Assets Available for Benefits December 31 1999 1998 ---------------------------------- Assets Investments, at fair value: BOK Financial Corporation Common Stock $ 9,368,883 $ 9,556,195 American Performance Mutual Funds: Aggressive Growth Fund - 3,888,136 Growth Equity Fund 980,973 - Equity Fund 8,465,139 8,284,024 Cash Management Fund 4,008,257 3,516,960 Intermediate Bond Fund 3,871,612 4,623,873 SEI Mutual Funds: S&P 500 Index Fund 20,321,862 14,202,355 Stable Asset Fund 4,069,341 3,698,497 Equity Income Fund 3,952,215 3,817,663 AA Mutual Funds: AA Balanced Fund 1,133,511 879,498 AA International Equity Fund 1,585,286 954,084 Neuberger and Berman Genesis Trust Mutual Fund 3,603,024 - Participant notes receivable 2,330,664 2,144,390 ------------------------------- Total investments 63,690,767 55,565,675 Cash and cash equivalents 573,835 791,775 Accrued interest receivable 103,180 276,154 ------------------------------- Total assets 64,367,782 56,633,604 Liabilities Due to Broker 307,422 210,634 ------------------------------- Net assets available for benefits $64,060,360 $56,422,970 =============================== See accompanying notes. 2 BOK Financial Thrift Plan for Salaried Employees (formerly BOK Financial Thrift Plan) Statement of Changes in Net Assets Available for Benefits Year ended December 31, 1999 Additions to net assets attributed to: Interest and dividends $1,205,312 Net appreciation in fair value of investments 3,244,250 ----------- Total investment income 4,449,562 Contributions: Participant 5,172,243 Employer 2,043,595 Rollovers 1,228,405 ----------- 8,444,243 ----------- Total additions 12,893,805 Deductions from net assets attributed to benefits paid directly to participants 5,256,415 ----------- Net increase 7,637,390 Net assets available for benefits at beginning of year 56,422,970 ----------- Net assets available for benefits at end of year $64,060,360 =========== See accompanying notes. 3 BOK Financial Thrift Plan for Salaried Employees (formerly BOK Financial Thrift Plan) Notes to Financial Statements December 31, 1999 1. Description of Plan The following description of the BOK Financial Thrift Plan for Salaried Employees (formerly BOK Financial Thrift Plan) (the "Plan") provides only general information. Participants should refer to the Summary Plan Description or the Plan document for a more complete description of the Plan's provisions. General Effective January 1, 1999, through a resolution of the Board of Directors and a restatement of the Plan, the BOK Financial Thrift Plan name was changed to BOK Financial Thrift Plan for Salaried Employees. The Plan is a 401(k) defined contribution plan for eligible employees of BOK Financial Corporation ("BOKF") and its subsidiaries and affiliates (collectively, the "Employer" or "Company"). The Plan is administered by Bank of Oklahoma. Eligibility All salaried employees of the Employer are eligible to participate at age 21 and after one year of service (equivalent to 1,000 hours). Contributions Participants may contribute up to 12% of their compensation (as defined in the Plan) on a pre-tax basis, pursuant to a salary reduction agreement filed with the Plan Administrator, and/or on an after-tax basis to various fund options provided by the Plan as directed by the participant. The sum of the percentage of pre-tax and after-tax contributions shall not exceed 20% of each participant's compensation. The Employer may contribute out of net current profits and earned surplus a matching contribution. The matching contribution may be made in cash or in shares of BOKF Common Stock. In 1999, the matching contribution was made in cash. The amount of the Employer's matching contribution is determined by the participant's years of service. The 4 1. Description of Plan (continued) Employer contribution ranges from $.40 to $1.00 for each dollar of the participant' contribution, up to 5% of compensation, based on years of service as follows: Years of Service Matching Percentage -------------------------------------------- ---------------------------------- Less than four years 40% At least four, but less than ten, years 60% At least ten, but less than fifteen, years 80% Fifteen or more years 100% Participant Accounts Each participant's account is credited with the participant's contribution and allocations of (a) the Company's contribution and (b) Plan earnings. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested account Vesting The participants vest in matching contributions made by the Employer based upon the years of service as defined by the Plan. Participants are 100% vested upon completion of five years of service and are immediately vested in their deferred (pre-tax) contributions, voluntary contributions, and the actual earnings thereon. Participant Notes Receivable The Plan may make loans to participants in amounts not less than $1,000 and not to exceed the lesser of $50,000 or fifty percent of the participant's vested account balance. Loans will bear interest based on the current banking prime rate and may not exceed a five-year term, unless it is used to acquire the primary residence of the participant, in which case the maximum term may be 25 years. The loans are secured by the balance in the participant's account. Interest rates range from 6% to 12%. Repayment is made by payroll withholdings of level installments of principal and interest. 5 1. Description of Plan (continued) Payment of Benefits A participant who terminates employment with a vested account balance less than $5,000 will receive a lump-sum payment. If the participant has a vested balance which exceeds $5,000, the plan will make a distribution only with the consent of the participant at any time prior to the earlier of the participant's 65th birthday or death. In lieu of a lump-sum payment, a participant who terminates employment as an employee after his 65th birthday or after attaining age 60 and completing 10 years of service shall be entitled to elect monthly, quarterly, semi-annual or annual installment payments to be paid over a period not to exceed 10 years from the benefit commencement date. The installments may be accelerated at the direction of the participant. Forfeited Accounts Forfeited balances of terminated participants' nonvested accounts are utilized to pay administrative costs or to reduce Employer contributions. Employer contributions for 1999 have been reduced by forfeitures of $31,342. 2. Summary of Accounting Policies Basis of Accounting The financial statements of the Plan are prepared on the accrual method of accounting. Investment Valuation and Income Recognition BOKF Common Stock is stated at fair value based on the last reported sales price on the last business day of the Plan year, as quoted by a national securities exchange. The fair values of mutual funds are based on quoted market prices which represents the current net asset shares held by the Plan. The participant notes receivable are valued at cost which approximates fair value. Cash and cash equivalents include highly liquid short-term investments which have a maturity of ninety days or less when acquired and are valued at cost which approximates fair value. Purchases and sales of securities are recorded on a trade-date basis. Dividends are recorded on the ex-dividend date. 6 2. Summary of Accounting Policies (continued) Administrative Expenses The Employer pays all administrative expenses except for loan origination and loan payment fees, which are paid by participants. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. 3. Investments The Plan's investments are held by a bank administered trust fund at Bank of Oklahoma, N.A. Trust Division (the "Trustee"). During 1999, the Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated (depreciated) in value as follows: BOK Financial Corporation Common Stock $(1,218,566) American Performance Mutual Funds 568,895 SEI Mutual Funds 3,135,416 AA Mutual Funds 242,659 Neuberger and Berman Genesis Trust Mutual Fund 515,846 ------------- $3,244,250 ============= 4. Plan Termination The Employer expects to continue the Plan indefinitely. However, the Employer reserves the right to discontinue the Plan or to amend the Plan, in whole or in part, from time-to-time. In the event of Plan termination, participants will become 100% vested in their accounts. 7 5. Tax Status The Plan has received a determination letter from the Internal Revenue Service, dated November 24, 1999, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code ("IRC") and, therefore, the related trust is exempt from taxation. Once qualified, the Plan is required to operate in conformity with the IRC to maintain its qualification. The Plan Administrator believes the Plan is being operated in compliance with the applicable requirements of the IRC and, therefore believes that the Plan is qualified and the related trust is tax exempt. 6. Reconciliation of Financial Statements to the Form 5500 The following reconciles net assets available for benefits per the financial statements to the Form 5500: December 31 1999 1998 ------------------------------- Net assets available for benefits per the financial statements $64,060,360 $56,422,970 Benefits payable to participants 220,636 208,697 ------------------------------ Net assets available for benefits per the Form 5500 63,839,724 $56,214,273 ============================== December 31 1999 -------------- Benefits paid directly to participants per the financial statements $5,256,415 Benefits payable to participants 220,636 -------------- Benefits paid directly to participants per the Form 5500 $5,477,051 ============== Amounts allocated to withdrawn participants are recorded on the Form 5500 for benefit claims that have been processed and approved for payment prior to year-end but not yet paid. 8 Supplemental Schedule BOK Financial Thrift Plan for Salaried Employees (formerly BOK Financial Thrift Plan) EIN: 73-0780382 Plan #: 002 Schedule H; Line 4i-Schedule of Assets Held for Investment Purposes at End of Year December 31, 1999 (c) Description of Investment (b) Including Maturity Date, Rate (e) (a) Identity of Issuer of Interest, or Maturity Value Current Value - -------------------------------------------------------------------------------- * BOK Financial Corporation Common Stock Common stock $ 9,368,883 * American Performance Mutual Funds: Growth Equity Fund Open-end mutual funds 980,973 Equity Fund Open-end mutual funds 8,465,139 Cash Management Fund Open-end mutual funds 4,008,257 Intermediate Bond Fund Open-end mutual funds 3,871,612 SEI Mutual Funds: S&P 500 Index Fund Open-end mutual funds 20,321,862 Stable Asset Fund Open-end mutual funds 4,069,341 Equity Income Fund Open-end mutual funds 3,952,215 AA Mutual Funds: AA Balanced Fund Open-end mutual funds 1,133,511 AA International Equity Fund Open-end mutual funds 1,585,286 Neuberger and Berman Genesis Trust Mutual Fund Open-end mutual funds 3,603,024 Cash equivalents Open-end mutual funds 345,948 * Participant notes receivable Interest rates range from 6% to 12% 2,330,664 -------------- $64,036,715 ============== *Denoted Party-in-interest Column (d) is not applicable. EX-23 2 0002.txt CONSENT ON ERNST & YOUNG LLP Consent Of Independent Auditors We consent to the incorporation by reference of our report dated May 19, 2000, with respect to the financial statements and schedules of the BOK Financial Thrift Plan for Salaried Employees included in this Annual Report (Form 11-K) for the year ended December 31, 1999, in the following registration statements: * Registration Statement (Form S-8, No. 33-44121) pertaining to the Reoffer Prospectus of the Bank of Oklahoma Master Thrift Plan and Trust Agreement. * Registration Statement (Form S-8, No. 33-44122) pertaining to the Reoffer Prospectus of the BOK Financial Corporation 1991 Special Stock Option Plan. * Registration Statement (Form S-8, No. 33-55312) pertaining to the Reoffer Prospectus of the BOK Financial Corporation 1992 Stock Option Plan. * Registration Statement (Form S-8, No. 33-70102) pertaining to the Reoffer Prospectus of the BOK Financial Corporation 1993 Stock Option Plan. * Registration Statement (Form S-8, No. 33-79834) pertaining to the Reoffer Prospectus of the BOK Financial Corporation 1994 Stock Option Plan. * Registration Statement (Form S-8, No. 33-79836) pertaining to the Reoffer Prospectus of the BOK Financial Corporation Directors' Stock Compensation Plan. * Registration Statement (Form S-8, No. 333-32649) pertaining to the Reoffer Prospectus of the BOK Financial Corporation 1997 Stock Option Plan. * Registration Statement (Form S-8, No. 333-93957) pertaining to the Reoffer Prospectus of the BOK Financial Corporation 2000 Stock Option Plan. /s/ Ernst & Young, LLP Tulsa, Oklahoma June 28, 2000 -----END PRIVACY-ENHANCED MESSAGE-----