-----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, N6rY3UaUEmfts7Msoar4EHjU2LjLMaidfKbofkuXRakAeFMcaSl6/K/raXteYKPt sfHfL3ykBfMzgQ4VvEW6dQ== 0000875357-03-000019.txt : 20030626 0000875357-03-000019.hdr.sgml : 20030626 20030626162609 ACCESSION NUMBER: 0000875357-03-000019 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20021231 FILED AS OF DATE: 20030626 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BOK FINANCIAL CORP ET AL CENTRAL INDEX KEY: 0000875357 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 731373454 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-19341 FILM NUMBER: 03758873 BUSINESS ADDRESS: STREET 1: BANK OF OKLAHOMA TOWER STREET 2: PO BOX 2300 CITY: TULSA STATE: OK ZIP: 74192 BUSINESS PHONE: 9185953025 MAIL ADDRESS: STREET 1: BANK OF OKLAHOMA TOWER STREET 2: P O BOX 2300 CITY: TULSA STATE: OK ZIP: 74192 11-K 1 salaryplan.txt ANNUAL REPORT OF 11-K __________________________________________________________________ As filed with the Securities and Exchange Commission on June 25, 2002 ------------------------------------------------------------------ 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, 2002 ------------------------------------------------------------------ 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 74172 ------------------------------------------------------------------ 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 74172 ------------------------------------------------------------------ FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE BOK Financial Thrift Plan for Salaried Employees As of December 31, 2002 and 2001, and for the Year Ended December 31, 2002 BOK Financial Thrift Plan for Salaried Employees Financial Statements and Supplemental Schedule As of December 31, 2002 and 2001, and for the Year Ended December 31, 2002 Contents 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 at End of Year)...........10 1 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 as of December 31, 2002 and 2001, and the related statement of changes in net assets available for benefits for the year ended December 31, 2002. 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 of the Plan at December 31, 2002 and 2001, and the changes in its net assets available for benefits for the year ended December 31, 2002, 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 at end of year) as of December 31, 2002, 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 audits 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 May 12, 2003 2 BOK Financial Thrift Plan for Salaried Employees Statements of Net Assets Available for Benefits December 31 2002 2001 ---------------------------- Assets Investments: BOKF Common Stock $ 14,066,002 $ 13,222,662 American Performance Funds: Growth Equity Fund 2,023,730 2,289,049 Equity Fund 4,437,892 6,378,548 Cash Management Fund 6,709,467 5,976,425 Intermediate Bond Fund 6,940,638 6,120,410 SEI Funds: S&P 500 Index Fund - 17,537,270 Stable Asset Fund 8,932,520 7,796,272 Equity Income Fund - 3,387,829 American Advantage Funds: International Equity Fund 1,490,287 1,570,750 AIM Balanced Fund 1,246,268 1,292,479 Neuberger and Berman Genesis Trust Fund 8,983,305 7,637,040 Dodge and Cox Stock Fund 4,461,154 - Vanguard Institutional Index 13,830,288 - Self-directed common stocks 174,484 127,647 Self-directed registered investment companies 588,415 30,268 Participant loans 3,215,786 2,755,602 ---------------------------- Total investments 77,100,236 76,122,251 Cash 477,407 407,269 Accrued interest receivable 81,327 88,867 Due from broker 7,215 26,284 ---------------------------- Total assets 77,666,185 76,644,671 Liabilities Due to broker 450,871 380,001 ---------------------------- Net assets available for benefits $ 77,215,314 $ 76,264,670 ============================ See accompanying notes. 3 BOK Financial Thrift Plan for Salaried Employees Statement of Changes in Net Assets Available for Benefits Year ended December 31, 2002 Net Additions Investment income (loss): Interest and dividends $ 1,506,784 Net depreciation in fair value of investments (7,451,202) ------------------ (5,944,418) Contributions: Participant 7,169,160 Employer 2,815,254 Rollovers 704,586 ------------------ ------------------ 10,689,000 Total net additions 4,744,582 Deductions Benefits paid to participants 3,791,257 Administrative expenses 2,681 ------------------ ------------------ 3,793,938 Net increase 950,644 Net assets available for benefits at beginning of year 76,264,670 ------------------ Net assets available for benefits at end of year $ 77,215,314 ================== See accompanying notes. 4 BOK Financial Thrift Plan for Salaried Employees Notes to Financial Statements December 31, 2002 1. Description of Plan The following description of the BOK Financial Thrift Plan for Salaried Employees (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 The Plan is a 401(k) defined contribution plan covering all salaried employees of BOK Financial Corporation (BOKF) and its subsidiaries and affiliates (collectively, the Employer or Company) who have attained age 21 and who have completed at least one year of service (equivalent to 1,000 hours). The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). Contributions Participants may elect to contribute up to 25 percent of their compensation (as defined by the Plan) on a pre-tax basis pursuant to a salary reduction agreement filed with the Plan administrator. In addition, participants may make after-tax contributions which shall not exceed 5 percent of each participant's compensation. Participants may elect investment in any of 10 mutual funds, self-directed common stocks or registered investment companies, and BOKF Common Stock. The Employer contributes a matching contribution to the plan. The matching contribution may be made in cash or in shares of BOKF Common Stock. In 2002, the entire matching contribution of $2,815,254 was made in cash. For 2002, the Employer matching contribution ranged from $.40 to $1.00 for each dollar of the participant's contributions, up to five percent of compensation, based on each participant's 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% 5 1. Description of Plan (continued) The Employer may, at its sole discretion, make an additional discretionary contribution to the Plan. There was no discretionary contribution in 2002. Participant Accounts Each participant's account is credited with the participant's contribution and allocations of (a) the Employer's contribution and (b) Plan earnings. Allocations are based on participant earnings or account balances, as defined by the Plan. The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested account. Vesting Participants vest in Employer matching contributions based upon years of service, as defined by the Plan. Participants are 100 percent vested upon completion of five years of service and are immediately vested in their deferred (pre-tax) contributions, after-tax contributions, and the actual earnings thereon. Loans Participants may borrow against their accounts in amounts of not less than $1,000 and not to exceed the lesser of $50,000 or 50 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 balances in the participant's account. Interest rates range from 4.25 percent to 13.00 percent. Repayment is made by payroll withholdings. Payment of Benefits A participant who terminates employment with a vested account balance of less than $5,000 excluding rollover contributions will receive a lump-sum payment. If the participant has a vested balance which exceeds $5,000 excluding rollover contributions, 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 after his or her 65th birthday or after attaining age 60 and completing 10 years of service, shall be entitled to elect monthly, quarterly, 6 1. Description of Plan (continued) semiannual, 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. Forfeitures Forfeited balances of terminated participants' nonvested accounts are utilized to pay administrative costs or to reduce future Employer contributions. During 2002, forfeitures of $20,251 were used to reduce Employer matching contributions. 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 percent vested in their accounts. Reclassifications Certain reclassifications have been made to the prior year amounts to conform to the current year presentation. 2. Summary of Significant Accounting Policies Basis of Accounting The financial statements of the Plan are prepared on the accrual basis of accounting. Investment Valuation and Income Recognition Shares of registered investment companies are valued at published market prices, which represent the net asset value of shares held by the Plan at year-end. The BOKF Common Stock is valued at the quoted market price. Participant loans receivable are valued at cost, which approximates fair value. Purchases and sales of securities are recorded on a trade-date basis. Dividend income is recorded on the ex-dividend date. Interest income is recorded on the accrual basis. 7 2. Summary of Significant Accounting Policies (continued) Administrative Expenses The Employer pays all administrative expenses except for loan origination fees and fees related to self-directed common stocks and registered investment companies, which are paid by the 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 2002, the Plan's investments (including investments purchased and sold, as well as held during the year) appreciated (depreciated) in fair value as determined by quoted market prices for BOKF Common Stock and published market prices for registered investment companies as follows: Net Appreciation (Depreciation) in Fair Value of Investments -------------------- BOKF Common Stock $ 711,201 Registered investment companies (7,983,532) Self-directed common stocks (75,919) Self-directed registered investment companies (102,952) -------------------- $ (7,451,202) ==================== The fair values of individual investments that represent five percent or more of the Plan's net assets are separately identified in the financial statements. 4. Income Tax Status The Plan has received a determination letter from the Internal Revenue Service dated April 1, 2002, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the Code) and, therefore, the related trust is exempt from taxation. Subsequent to this issuance of the determination letter, the Plan was amended. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The Plan administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan is qualified and the related trust is tax exempt. 8 5. 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 2002 2001 ------------------------------ Net assets available for benefits per the financial statements $ 77,215,314 $ 76,264,670 Benefits payable to participants 8,755 - ------------------------------ Net assets available for benefits per the Form 5500 $ 77,206,559 $ 76,264,670 ============================== December 31 2002 ------------- Benefits paid to participants per the financial statements $ 3,791,257 Less benefits payable to participants at December 31, 2001 - Add benefits payable to participants at December 31, 2002 8,755 -------------- Benefits paid to participants per the Form 5500 $ 3,800,012 ============== 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. 9 Supplemental Schedule 10 BOK Financial Thrift Plan for Salaried Employees EIN: 73-0780382 Plan #: 002 Schedule H; Line 4i--Schedule of Assets (Held at End of Year) December 31, 2002 (c) (b) Description of Investments, (e) Identity of Issuer, Including Maturity Date, Rate Current (a) Borrower, Lessor, or Similar Party of Interest, or Maturity Value Value -------------------------------------------------------------------------------------------- * BOK Financial Corporation BOKF Common Stock $ 14,066,002 * American Performance Funds Growth Equity Fund 2,023,730 Equity Fund 4,437,892 Cash Management Fund 6,709,467 Intermediate Bond Fund 6,940,638 SEI Funds Stable Asset Fund 8,932,520 American Advantage International Equity Fund 1,490,287 AIM Balanced Fund 1,246,268 Neuberger and Berman GenesisTrust Fund 8,983,305 Dodge and Cox Stock Fund 4,461,154 Vanguard Institutional Index 3,830,288 Self-directed common stocks and Common stocks and registered registered investment companies investment companies 762,899 * Participant loans Interest rates ranging from 4.25 percent to 13.00 percent 3,215,786 ------------- $ 77,100,236 ============= *Indicates Party-in-interest to the Plan. Column (d) is not applicable as all investments are participant directed.
Exhibit Number Description of Exhibit 23.0 Consent of independent auditors 99.0 Section 906 Certifications 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 26, 2003 By: /s/ Gregg Jaynes ------------- ---------------- Gregg Jaynes Vice President, Manager of Corporate Compensation BOK Financial Corporation EX-23 3 consent.txt CONSENT OF INDEPENDENT AUDITORS Exhibit 23.0 Consent Of Independent Auditors We consent to the incorporation by reference in the Registration Statements outlined below pertaining to the BOK Financial Thrift Plan for Salaried Employees of our report dated May 12, 2003, with respect to the financial statements and schedule of the BOK Financial Thrift Plan for Salaried Employees included in this Annual Report (Form 11-K) for the year ended December 31, 2002: o Registration Statement (Form S-8, No. 33-44121) pertaining to the Reoffer Prospectus of the Bank of Oklahoma Master Thrift Plan and Trust Agreement. o Registration Statement (Form S-8, No. 33-70102) pertaining to the Reoffer Prospectus of the BOK Financial Corporation 1993 Special Stock Option Plan. o Registration Statement (Form S-8, No. 33-79834) pertaining to the Reoffer Prospectus of the BOK Financial Corporation 1994 Special Stock Option Plan. o Registration Statement (Form S-8, No. 33-79836) pertaining to the Reoffer Prospectus of the BOK Financial Corporation Directors' Stock Compensation Plan. o Registration Statement (Form S-8, No. 333-32649) pertaining to the Reoffer Prospectus of the BOK Financial Corporation 1997 Special Stock Option Plan. o Registration Statement (Form S-8, No. 333-93957) pertaining to the Reoffer Prospectus of the BOK Financial Corporation 2000 Special Stock Option Plan. o Registration Statement (Form S-8, No. 333-62578) pertaining to the Reoffer Prospectus of the BOK Financial Corporation 2001 Special Stock Option Plan. o Registration Statement (Form S-8, No. 333-100595) pertaining to the Reoffer Prospectus of the BOK Financial Corporation Bank of Tanglewood 1996 Stock Option Plan. o Registration Statement (Form S-8) pertaining to the Reoffer Prospectus of the BOK Financial Corporation 2003 Executive Incentive Plan. o Registration Statement (Form S-8) pertaining to the Reoffer Prospectus of the BOK Financial Corporation 2003 Stock Option Plan. /s/Ernst & Young, LLP Tulsa, Oklahoma June 25, 2003 EX-99 4 certifications.txt SECTION 906 CERTIFICATIONS BOK Financial Corporation Exhibit 99.1 - -------------------------------------------------------------------------------- CERTIFICATION OF PERIODIC REPORT I, Gregg Jaynes, Vice President and Manager of Corporate Compensation of BOK Financial Corporation, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that: (1) the Annual Report on Form 11-K of BOK Financial Thrift Plan for Salaried Employees for the year ended December 31, 2002 (the "Report") fully complies with the requirements of Section 13 (a) or 15 (d)); and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the company. A signed original of this written statement required by Section 906 has been provided to BOK Financial Corporation and will be retained by BOK Financial Corporation and furnished to the Securities and Exchange Commission or its staff upon request. Dated: June 26, 2003 /s/Gregg Jaynes ----------------------- Gregg Jaynes Vice President Manager of Corporate Compensation BOK Financial Corporation - -------------------------------------------------------------------------------- CERTIFICATION OF PERIODIC REPORT I, John C. Morrow, Senior Vice President and Director of Financial Accounting & Reporting of BOK Financial Corporation, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that: (1) the Annual Report on Form 11-K of BOK Financial Thrift Plan for Salaried Employees for the year ended December 31, 2002 (the "Report") fully complies with the requirements of Section 13 (a) or 15 (d)); and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the company. A signed original of this written statement required by Section 906 has been provided to BOK Financial Corporation and will be retained by BOK Financial Corporation and furnished to the Securities and Exchange Commission or its staff upon request. Dated: June 26, 2003 /s/ John C. Morrow -------------------------- John C. Morrow Senior Vice President Director of Financial Accounting & Reporting BOK Financial Corporation - -------------------------------------------------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----