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As filed with the Securities and Exchange Commission on March 28, 2001
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year ended December 31, 2000 Commission File No. 0-19341
BOK FINANCIAL CORPORATION
Incorporated in the State I.R.S. Employer Identification
of Oklahoma No.73-1373454
Bank of Oklahoma Tower
P.O. Box 2300
Tulsa, Oklahoma 74192
Registrant's Telephone Number,
Including Area Code (918) 588-6000
SECURITIES REGISTERED PURSUANT TO SECTION 12(b)
OF THE ACT: (NONE)
SECURITIES REGISTERED PURSUANT TO SECTION 12(g)
OF THE ACT:
COMMON STOCK ($.00006 Par Value)
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
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-X is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
State the aggregate market value of the voting stock held by non-affiliates
of the Registrant: $153,517,903 as of February 28, 2001.
Indicate the number of shares outstanding of each of the Registrant's
classes of common stock, as of the latest practicable date: 49,297,009 shares of
common stock ($.00006 par value) as of the start of business on March 1, 2001.
List hereunder the following documents if incorporated by reference and the
part of Form 10-K in which the document is incorporated:
Part I - Annual Report to Shareholders For Fiscal Year Ended December 31,
2000 (designated portions only)
Part II - Annual Report to Shareholders For Fiscal Year Ended December 31,
2000 (designated portions only)
Part III - Proxy Statement for Annual Meeting of Shareholders scheduled for
April 24, 2001 (designated portions only)
Part IV - Annual Report to Shareholders For Fiscal Year Ended December 31,
2000 (designated portions only)
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BOK FINANCIAL CORPORATION
FORM 10-K ANNUAL REPORT
INDEX
ITEM PAGE
PART I
1. Business 3
2. Properties 5
3. Legal Proceedings 5
4. Submission of Matters to a Vote of Security Holders 5
PART II
5. Market for Registrant's Common Equity and Related Stockholder Matters 5
6. Selected Financial Data 6
7. Management's Discussion and Analysis of Financial Condition and 6
Results of Operations
7A. Quantitative and Qualitative Disclosures About Market Risk 6
8. Financial Statements and Supplementary Data 6
9. Changes in and Disagreements with Accountants on Accounting and 6
Financial Disclosure
PART III
10. Directors and Executive Officers of the Registrant 6
11. Executive Compensation 6
12. Security Ownership of Certain Beneficial Owners and Management 7
13. Certain Relationships and Related Transactions 7
PART IV
14. Exhibits, Financial Statement Schedules and Reports on Form 8-K 7 - 12
Signatures 13
PART I
ITEM 1 - BUSINESS
General Development of Business
Developments relating to individual aspects of the business of BOK
Financial Corporation ("BOK Financial") are described below. Additional
discussion of BOK Financial's activities during the current year is
incorporated by reference to "Management's Assessment of Operations and
Financial Condition" (pages 10 - 24) in BOK Financial's 2000 Annual
Report to Shareholders. Information regarding BOK Financial's
acquisitions is incorporated by reference to Note 2 of "Notes to
Consolidated Financial Statements" (page 35) in BOK Financial's 2000
Annual Report to Shareholders.
Narrative Description of Business
BOK Financial is a financial holding company whose activities are limited
by the Bank Holding Company Act of 1956 ("BHCA"), as amended by the
Financial Services Modernization Act or Gramm-Leach-Bliley Act. BOK
Financial's banking and bank-related activities are primarily performed
through Bank of Oklahoma, N.A. ("BOk"), Bank of Texas, N.A., Bank of
Albuquerque N.A., and Bank of Arkansas, N.A. Other significant operating
subsidiaries include BOSC, Inc., which is a full-service securities firm
with specialized expertise in public and municipal finance and private
placements. Other nonbank subsidiary operations are not significant. As
of December 31, 2000, BOK Financial and its subsidiaries had 3,003
full-time equivalent employees.
Industry Segments
BOK Financial operates four principal lines of business under its BOk
franchise: corporate banking, consumer banking, mortgage banking and
trust services. It also operates a fifth principal line of business,
regional banks, which includes banking functions for Bank of Albuquerque,
Bank of Arkansas and Bank of Texas. These five principal lines of
business combined account for approximately 87% of total revenue.
Discussion of these principal lines of business is incorporated by
reference to Lines of Business in "Management's Assessment of Operations
and Financial Condition " (pages 12 - 14) and Note 16 of "Notes to
Consolidated Financial Statements" (pages 48 - 51) in BOK Financial's
2000 Annual Report to Shareholders.
Competition
The banking industry in each of our markets is highly competitive. BOK
Financial, through four subsidiary banks, competes with other banks in
obtaining deposits, making loans and providing additional services
related to banking. All market share information below is based on share
of deposits in specified area.
BOk is the largest banking subsidiary of BOK Financial. It has the
largest market share in Oklahoma and a leading position in eight of the
eleven Oklahoma counties in which it operates. BOk competes with two
super-regional banks and numerous locally owned banks in both Tulsa and
Oklahoma City areas, as well as several locally owned small community
banks in every other community in which we do business throughout the
rest of the state.
BOK Financial competes in the Dallas-Ft. Worth combined metropolitan
area, in the Albuquerque, New Mexico market, and in Fayetteville,
Arkansas through subsidiary banks. Bank of Texas competes against
numerous financial institutions, including some of the largest in the
U.S. Bank of Texas's market share is approximately 2%. Bank of
Albuquerque has a number four market share position in the City of
Albuquerque behind two super-regional competitors and also competes with
several locally-owned smaller community banks. Bank of Arkansas operates
as a community bank serving Benton and Washington counties in Arkansas.
Supervision and Regulation
Financial holding companies and banks are extensively regulated under
both federal and state law. The following information, to the extent it
describes statutory or regulatory provisions, is qualified in its
entirety by reference to the particular statutory and regulatory
provisions. It is not possible to predict the changes, if any, that may
be made to existing banking laws and regulations or whether such changes,
if made, would have a materially adverse effect on the business and
prospects of BOK Financial, BOk, Bank of Texas, Bank of Albuquerque, or
Bank of Arkansas.
BOK FINANCIAL
As a financial holding company, BOK Financial is subject to regulation
under the BHCA (as amended by the Financial Services Modernization Act or
Gramm-Leach-Bliley Act) and to supervision by the Board of Governors of
the Federal Reserve System (the "Reserve Board"). Under the BHCA, BOK
Financial files with the Reserve Board quarterly reports and such other
additional information as the Reserve Board may require. The Reserve
Board may also make examinations of BOK Financial and its subsidiaries.
The BHCA requires notification to the Reserve Board in any case where a
financial holding company proposes to acquire control of more than five
percent of the voting shares of any bank, unless it already controls a
majority of such voting shares. Additionally, approval must also be
obtained before a financial holding company may acquire all or
substantially all of the assets of another bank or before it may merge or
consolidate with another financial holding company. The BHCA further
provides that the Reserve Board shall not approve any such acquisition,
merger or consolidation that will substantially lessen competition, tend
to create a monopoly or be in restraint of trade, unless it finds the
anti-competitive effects of the proposed transaction are clearly
outweighed in the public interest by the probable effect of the
transaction in meeting the convenience and needs of the community to be
served.
The BHCA also requires a financial holding company to notify the Reserve
Board within 30 days of engaging in new activities the Reserve Board has
determined to be financial in nature. These activities include dealing in
and underwriting debt and equity, operating a mortgage company, finance
company, credit card company or factoring company; performing certain
data processing operations; servicing loans and other extensions of
credit; providing investment and financial advice; acting as an insurance
underwriter and/or agent; owning and operating savings and loan
associations; and leasing personal property on a full pay-out,
nonoperating basis. BOKF is already engaged in some of these activities
and has so notified the Federal Reserve.
A financial holding company and its subsidiaries are further prohibited
under the BHCA from engaging in certain tie-in arrangements in connection
with the provision of any credit, property or services. Thus, a
subsidiary of a financial holding company may not extend credit, lease or
sell property, furnish any services or fix or vary the consideration for
these activities on the condition that (1) the customer obtain or provide
some additional credit, property or services from or to the financial
holding company or any subsidiary thereof or (2) the customer may not
obtain some other credit, property or services from a competitor, except
to the extent reasonable conditions are imposed to insure the soundness
of credit extended.
The Federal Deposit Insurance Corporation Improvement Act of 1991
established five capital rating tiers ranging from "well capitalized" to
"critically undercapitalized". A financial institution is considered to
be well capitalized if its Leverage, Tier 1 and Total Capital ratios are
at 5%, 6% and 10%, respectively. Any institution experiencing significant
growth or acquiring other institutions or branches is expected to
maintain capital ratios above the well capitalized level. At December 31,
2000, BOK Financial's Leverage, Tier 1 and Total Capital ratios were
6.51%, 8.06% and 11.23%, respectively.
BANK SUBSIDIARIES
BOk, Bank of Texas, Bank of Albuquerque, and Bank of Arkansas are
national banking associations and are subject to the National Banking Act
and other federal statutes governing national banks. Under federal law,
the Office of the Comptroller of the Currency ("Comptroller") charters
and serves as the primary regulator of national banks. In addition, the
Comptroller must approve certain corporate or structural changes,
including an increase or decrease in capitalization, payment of
dividends, change of place of business, establishment of a branch and
establishment of an operating subsidiary. The Comptroller performs its
functions through national bank examiners who provide the Comptroller
with information concerning the soundness of a national bank, the quality
of management and directors, and compliance with applicable laws, rules
and regulations. The National Banking Act authorizes the Comptroller to
examine every national bank as often as necessary. Although the
Comptroller has primary supervisory responsibility for national banks,
such banks must also comply with Reserve Board rules and regulations as
members of the Federal Reserve System.
Bank of Arkansas is also subject to certain consumer-protection laws
incorporated in the Arkansas Constitution, which, among other
restrictions, limit the maximum interest rate on general loans to five
percent above the Federal Reserve Discount Rate. The rate on consumer
loans is five percent above the discount rate or seventeen percent,
whichever is lower.
Applicable federal statutes and regulations require national banks to
meet certain leverage and risk-based capital requirements. At December
31, 2000, all of BOK Financial Corporation's leverage and risk-based
capital ratios were well above the required minimum ratios. Additional
discussion regarding regulatory capital is incorporated by reference to
Note 14 of "Notes to Consolidated Financial Statements" (page 46 - 47) in
BOK Financial's 2000 Annual Report to Shareholders.
Governmental Policies and Economic Factors
The operations of BOK Financial and its subsidiaries are affected by
legislative changes and by the policies of various regulatory authorities
and, in particular, the credit policies of the Reserve Board. An
important function of the Reserve Board is to regulate the national
supply of bank credit. Among the instruments of monetary policy used by
the Reserve Board to implement its objectives are: open market operations
in U.S. Government securities; changes in the discount rate on bank
borrowings; and changes in reserve requirements on bank deposits. The
effect of such policies in the future on the business and earnings of BOK
Financial and its subsidiaries cannot be predicted with certainty.
Foreign Operations
BOK Financial does not engage in operations in foreign countries, nor
does it lend to foreign governments.
ITEM 2 - PROPERTIES
BOK Financial, through BOk, BOk's subsidiaries, Bank of Texas, Bank of
Albuquerque and Bank of Arkansas, owns improved real estate that was
carried at $82 million, net of depreciation and amortization, as of
December 31, 2000. BOK Financial conducts its operations through 65
locations in Oklahoma, 22 locations in Texas, 15 locations in New Mexico,
and 3 locations in Arkansas as of December 31, 2000. BOK Financial's
facilities are suitable for their respective uses and present needs.
The information set forth in Notes 5 and 12 of "Notes to Consolidated
Financial Statements" (pages 39 and 45, respectively) of BOK Financial's
2000 Annual Report to Shareholders provides further discussion related to
properties and is incorporated herein by reference.
ITEM 3 - LEGAL PROCEEDINGS
The information set forth in Note 12 of "Notes to Consolidated Financial
Statements" (page 45) of BOK Financial's 2000 Annual Report to
Shareholders is incorporated herein by reference.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders, through the
solicitation of proxies or otherwise, during the three months ended
December 31, 2000.
PART II
ITEM 5 - MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
BOK Financial's $.00006 par value common stock is traded over-the-counter
and is reported on the facilities of the National Association of
Securities Dealers Automated Quotation system ("NASDAQ"), with the symbol
BOKF. At December 31, 2000, common shareholders of record numbered 1,152
with 49,218,502 shares outstanding.
BOK Financial's quarterly market information follows:
First Second Third Fourth
------------- -------------- -------------- ---------------
2000:
Low $15.31 $15.63 $16.75 $21.25
High 20.56 17.56 18.75 17.50
1999:
Low $22.03 $23.75 $18.94 $19.81
High 25.94 25.75 25.50 21.75
BOK Financial has continued its common stock repurchase program with
authority to repurchase up to 800,000 shares. The purchases were made
from time-to-time in accordance with SEC Rule 10(b)18 transactions. Since
the original authorization announced in 1998, BOK Financial has
repurchased 617,051 shares.
The information set forth under the captions "Table 1 - Consolidated
Selected Financial Data" (page 9), "Table 10 - Selected Quarterly
Financial Data" (page 16) and Note 14 of "Notes to Consolidated Financial
Statements" (page 46) of BOK Financial's 2000 Annual Report to
Shareholders is incorporated herein by reference.
ITEM 6 - SELECTED FINANCIAL DATA
The information set forth under the caption "Table 1 - Consolidated
Selected Financial Data" (page 9) of BOK Financial's 2000 Annual Report
to Shareholders is incorporated herein by reference.
ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The information set forth under the captions "Management's Assessment of
Operations and Financial Condition" (pages 10 - 24), "Annual Financial
Summary - Unaudited" (pages 56 - 57) and "Quarterly Financial Summary
Unaudited" (pages 58 - 59) of BOK Financial's 2000 Annual Report to
Shareholders is incorporated herein by reference.
ITEM 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information set forth under the caption "Market Risk" (pages 22 -23)
of BOK Financial's 2000 Annual Report to Shareholders is incorporated
herein by reference.
ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The supplementary data regarding quarterly results of operations set
forth under the caption "Table 10 - Selected Quarterly Financial Data"
(page 16) of BOK Financial's 2000 Annual Report to Shareholders is
incorporated herein by reference.
ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information set forth under the captions "Election of Directors" and
"Executive Compensation" in BOK Financial's 2001 Annual Proxy Statement
for its Annual Meeting of Shareholders scheduled for April 24, 2001
("2001 Annual Proxy Statement") is incorporated herein by reference.
ITEM 11 - EXECUTIVE COMPENSATION
The information set forth under the caption "Executive Compensation" in
BOK Financial's 2001 Annual Proxy Statement is incorporated herein by
reference.
ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information set forth under the captions "Security Ownership of
Certain Beneficial Owners and Management" and "Election of Directors" in
BOK Financial's 2001 Annual Proxy Statement is incorporated herein by
reference.
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information set forth under the caption "Certain Transactions" in BOK
Financial's 2001 Annual Proxy Statement is incorporated herein by
reference.
The information set forth under Note 4 of "Notes to Consolidated
Financial Statements" (pages 38 - 39) of BOK Financial's 2000 Annual
Report to Shareholders is incorporated herein by reference.
PART IV
ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(A)(1) List of Financial Statements filed.
The following financial statements and reports included in BOK
Financial's Annual Report to Shareholders for the Fiscal Year Ended
December 31, 2000 are incorporated by reference in Parts I and II of this
Annual Report on Form 10-K.
Exhibit 13
2000 Annual Report
Description Page Number
Consolidated Selected Financial Data 9
Selected Quarterly Financial Data 16
Report of Management on Financial Statements 25
Report of Independent Auditors 25
Consolidated Statements of Earnings 26
Consolidated Balance Sheets 27
Consolidated Statements of Changes in Shareholders' Equity 28-29
Consolidated Statements of Cash Flows 30
Notes to Consolidated Financial Statements 31-55
Annual Financial Summary - Unaudited 56 -57
Quarterly Financial Summary - Unaudited 58-59
(A)(2) List of Financial Statement Schedules filed.
The schedules to the consolidated financial statements required by
Regulation S-X are not required under the related instructions or are
inapplicable and are therefore omitted.
(A)(3) List of Exhibits filed.
Exhibit Number Description of Exhibit
3.0 The Articles of Incorporation of BOK Financial,
incorporated by reference to (i) Amended and
Restated Certificate of Incorporation of BOK
Financial filed with the Oklahoma Secretary of
State on May 28, 1991, filed as Exhibit 3.0 to
S-1 Registration Statement No. 33-90450, and
(ii) Amendment attached as Exhibit A to
Information Statement and Prospectus Supplement
filed November 20, 1991.
3.1 Bylaws of BOK Financial, incorporated by
reference to Exhibit 3.1 of S-1 Registration
Statement No. 33-90450.
4.0 The rights of the holders of the Common Stock
and Preferred Stock of BOK Financial are set
forth in its Certificate of Incorporation.
10.0 Purchase and Sale Agreement dated October 25,
1990, among BOK Financial, Kaiser, and the FDIC,
incorporated by reference to Exhibit 2.0 of S-1
Registration Statement No. 33-90450.
10.1 Amendment to Purchase and Sale Agreement
effective March 29, 1991, among BOK Financial,
Kaiser, and the FDIC, incorporated by reference
to Exhibit 2.2 of S-1 Registration Statement
No. 33-90450
10.2 Letter agreement dated April 12, 1991, among BOK
Financial, Kaiser, and the FDIC,
incorporated by reference to Exhibit 2.3 of S-1
Registration Statement No. 33-90450.
10.3 Second Amendment to Purchase and Sale Agreement
effective April 15, 1991, among BOK
Financial, Kaiser, and the FDIC, incorporated by
reference to Exhibit 2.4 of S-1
Registration Statement No. 33-90450.
10.4 Employment agreements.
10.4(a) Employment Agreement between BOk and Stanley A.
Lybarger, incorporated by reference to
Exhibit 10.4(a) of Form 10-K for the fiscal year
ended December 31, 1991.
10.5 Director indemnification agreement dated June
30, 1987, between BOk and Kaiser, incorporated
by reference to Exhibit 10.5 of S-1 Registration
Statement No. 33-90450. Substantially similar
director indemnification agreements were
executed between BOk and the following:
Date of Agreement
James E. Barnes June 30, 1987
William H. Bell June 30, 1987
James S. Boese June 30, 1987
Dennis L. Brand June 30, 1987
Chester E. Cadieux June 30, 1987
William B. Cleary June 30, 1987
Glenn A. Cox June 30, 1987
William E. Durrett June 30, 1987
Leonard J. Eaton, Jr. June 30, 1987
William B. Fader December 5, 1990
Gregory J. Flanagan June 30, 1987
Jerry L. Goodman June 30, 1987
David A. Hentschel July 7, 1987
Philip N. Hughes July 8, 1987
Thomas J. Hughes, III June 30, 1987
William G. Kerr June 30, 1987
Philip C. Lauinger, Jr. June 30, 1987
Stanley A. Lybarger December 5, 1990
Patricia McGee Maino June 30, 1987
Robert L. Parker, Sr. June 30, 1987
James A. Robinson June 30, 1987
William P. Sweich June 30, 1987
10.6 Capitalization and Stock Purchase Agreement dated
May 20, 1991, between BOK Financial and
Kaiser, incorporated by reference to Exhibit 10.6
of S-1 Registration Statement
No. 33-90450.
10.7 BOK Financial Corporation 1991 Special Stock
Option Plan, incorporated by reference to
Exhibit 4.0 of S-8 Registration Statement
No. 33-44122.
10.7.1 BOK Financial Corporation 1992 Stock Option Plan,
incorporated by reference to Exhibit
4.0 of S-8 Registration Statement No. 33-55312.
10.7.2 BOK Financial Corporation 1993 Stock Option Plan,
incorporated by reference to Exhibit
4.0 of S-8 Registration Statement No. 33-70102.
10.7.3 BOK Financial Corporation 1994 Stock Option Plan,
incorporated by reference to Exhibit
4.0 of S-8 Registration Statement No. 33-79834.
10.7.4 BOK Financial Corporation 1994 Stock Option Plan
(Typographical Error Corrected January 16, 1995),
incorporated by reference to Exhibit 10.7.4 of
Form 10-K for the fiscal year ended December 31,
1994.
10.7.5 BOK Financial Corporation 1997 Stock Option Plan,
incorporated by reference to Exhibit
4.0 of S-8 Registration Statement No. 333-32649.
10.7.6 BOK Financial Corporation 2000 Stock Option Plan,
incorporated by reference to Exhibit
4.0 of S-8 Registration Statement No. 333-93957.
10.7.7 BOK Financial Corporation Directors' Stock
Compensation Plan, incorporated by reference
to Exhibit 4.0 of S-8 Registration Statement No.
33-79836.
10.7.8 Bank of Oklahoma Thrift Plan (Amended and
Restated Effective as of January 1, 1995),
incorporated by reference to Exhibit 10.7.6 of
Form 10-K for the year ended December 31, 1994.
10.7.9 Trust Agreement for the Bank of Oklahoma Thrift
Plan (December 30, 1994), incorporated by
reference to Exhibit 10.7.7 of Form 10-K for the
year ended December 31, 1994.
10.8 Lease Agreement between One Williams Center Co.
and National Bank of Tulsa (predecessor
to BOk) dated June 18, 1974, incorporated by
reference to Exhibit 10.9 of S-1
Registration Statement No. 33-90450.
10.9 Lease Agreement between Security Capital Real
Estate Fund and BOk dated January 1, 1988,
incorporated by reference to Exhibit 10.10 of S-1
Registration Statement No. 33-90450.
10.10 Asset Purchase Agreement (OREO and other assets)
between BOk and Phi-Lea-Em Corporation
dated April 30, 1991, incorporated by reference
to Exhibit 10.11 of S-1 Registration
Statement No. 33-90450.
10.11 Asset Purchase Agreement (Tanker Assets) between
BOk and Green River Exploration Company dated
April 30, 1991, incorporated by reference to
Exhibit 10.12 of S-1 Registration Statement No.
33-90450.
10.12 Asset Purchase Agreement (Recovery Rights)
between BOk and Kaiser dated April 30, 1991,
incorporated by reference to Exhibit 10.13 of S-1
Registration Statement No. 33-90450.
10.13 Purchase and Assumption Agreement dated August 7,
1992 among First Gibraltar Bank, FSB, Fourth
Financial Corporation and BOk, as amended,
incorporated by reference to Exhibit 10.14 of
Form 10-K for the fiscal year ended December 31,
1992.
10.13.1 Allocation Agreement dated August 7, 1992 between
BOk and Fourth Financial Corporation,
incorporated by reference to Exhibit 10.14.1 of
Form 10-K for the fiscal year ended December 31,
1992.
10.14 Merger Agreement among BOK Financial, BOKF Merger
Corporation Number Two, Brookside Bancshares,
Inc., The Shareholders of Brookside Bancshares,
Inc. and Brookside State Bank
dated December 22, 1992, as amended, incorporated
by reference to Exhibit 10.15 of Form 10-K for
the fiscal year ended December 31, 1992.
10.14.1 Agreement to Merge between BOk and Brookside
State Bank dated January 27, 1993, incorporated
by reference to Exhibit 10.15.1 of Form 10-K for
the fiscal year ended December 31, 1992.
10.15 Merger Agreement among BOK Financial, BOKF Merger
Corporation Number Three, Sand Springs
Bancshares, Inc., The Shareholders of Sand
Springs Bancshares, Inc. and Sand Springs
State Bank dated December 22, 1992, as amended,
incorporated by reference to Exhibit
10.16 of Form 10-K for the fiscal year ended
December 31, 1992.
10.15.1 Agreement to Merge between BOk and Sand Springs
State Bank dated January 27, 1993, incorporated
by reference to Exhibit 10.16.1 of Form 10-K for
the fiscal year ended December 31, 1992.
10.16 Partnership Agreement between Kaiser-Francis Oil
Company and BOK Financial dated
December 1, 1992, incorporated by reference to
Exhibit 10.16 of Form 10-K for the fiscal
year ended December 31, 1993.
10.16.1 Amendment to Partnership Agreement between
Kaiser-Francis Oil Company and BOK Financial
dated May 17, 1993, incorporated by reference to
Exhibit 10.16.1 of Form 10-K for the fiscal year
ended December 31, 1993.
10.17 Purchase and Assumption Agreement between BOk and
FDIC, Receiver of Heartland Federal Savings and
Loan Association dated October 9, 1993,
incorporated by reference to Exhibit 10.17 of
Form 10-K for the fiscal year ended
December 31, 1993.
10.18 Merger Agreement among BOk, Plaza National Bank
and The Shareholders of Plaza National
Bank dated December 20, 1993, incorporated by
reference to Exhibit 10.18 of Form 10-K for
the fiscal year ended December 31, 1993.
10.18.1 Amendment to Merger Agreement among BOk, Plaza
National Bank and The Shareholders of Plaza
National Bank dated January 14, 1994,
incorporated by reference to Exhibit 10.18.1 of
Form 10-K for the fiscal year ended December 31,
1993.
10.19 Stock Purchase Agreement between Texas Commerce
Bank, National Association and BOk dated March
11, 1994, incorporated by reference to Exhibit
10.19 of Form 10-K for the fiscal year ended
December 31, 1993.
10.20 Merger Agreement among BOK Financial Corporation,
BOKF Merger Corporation Number Four,
Citizens Holding Company and others dated May 11,
1994, incorporated by reference to
Exhibit 10.20 of Form 10-K for the fiscal year
ended December 31, 1994.
10.21 Stock Purchase and Merger Agreement among
Northwest Bank of Enid, BOk and The Shareholders
of Northwest Bank of Enid effective as of May 16,
1994, incorporated by reference to Exhibit 10.21
of Form 10-K for the fiscal year ended December
31, 1994.
10.22 Agreement and Plan of Merger among BOK Financial
Corporation, BOKF Merger Corporation
Number Five and Park Cities Bancshares, Inc.
dated October 3, 1996, incorporated by
reference to Exhibit C of S-4 Registration
Statement No. 333-16337.
10.23 Agreement and Plan of Merger among BOK Financial
Corporation and First TexCorp., Inc.
dated December 18, 1996, incorporated by
reference to Exhibit 10.24 of S-4 Registration
Statement No. 333-16337.
10.24 Purchase and Assumption Agreement between Bank of
America National Trust and Savings
Association and BOK Financial Corporation dated
July 27, 1998.
10.25 Merger Agreement among BOK Financial Corporation,
BOKF Merger Corporation No. Seven,
First Bancshares of Muskogee, Inc., First
National Bank and Trust Company of Muskogee,
and Certain Shareholders of First Bancshares of
Muskogee, Inc. dated December 30, 1998.
10.26 Merger Agreement among BOK Financial Corporation,
BOKF Merger Corporation Number Nine,
and Chaparral Bancshares, Inc. dated February 19,
1999.
10.27 Merger Agreement among BOK Financial Corporation,
Park Cities Bancshares, Inc.,
Mid-Cities Bancshares, Inc. and Mid-Cities
National Bank dated February 24, 1999.
10.28 Merger Agreement among, BOK Financial
Corporation, Park Cities Bancshares, Inc., PC
Interim State Bank, Swiss Avenue State Bank and
Certain Shareholders of Swiss Avenue
State Bank dated March 4, 1999.
10.29 Merger Agreement among, BOK Financial
Corporation, Park Cities Bancshares, Inc.and CNBT
Bancshares, Inc. dated August 18, 2000.
13.0 Annual Report to Shareholders for the fiscal year
ended December 31, 1999. Such report,
except for those portions thereof which are
expressly incorporated by reference in this
filing, is furnished for the information of the
Commission and is not deemed to be
"filed" as part of this Annual Report on Form
10-K.
21.0 Subsidiaries of BOK Financial.
23.0 Consent of independent auditors-Ernst & Young LLP
27.0 Financial Data Schedule for year ended
December 31, 2000.
99.0 Additional Exhibits.
99.1 Undertakings incorporated by reference into S-8
Registration Statement No. 33-44121 for
Bank of Oklahoma Master Thrift Plan and Trust,
incorporated by reference to Exhibit 99.1
of Form 10-K for the fiscal year ended December
31, 1993.
99.2 Undertakings incorporated by reference into S-8
Registration Statement No. 33-44122 for
BOK Financial Corporation 1991 Special Stock
Option Plan, incorporated by reference to
Exhibit 99.2 of Form 10-K for the fiscal year
ended December 31, 1993.
99.3 Undertakings incorporated by reference into S-8
Registration Statement No. 33-55312 for
BOK Financial Corporation 1992 Stock Option Plan,
incorporated by reference to
Exhibit 99.3 of Form 10-K for the fiscal year
ended December 31, 1993.
99.4 Undertakings incorporated by reference into S-8
Registration Statement No. 33-70102 for
BOK Financial Corporation 1993 Stock Option Plan,
incorporated by reference to
Exhibit 99.4 of Form 10-K for the fiscal year
ended December 31, 1993.
99.5 Undertakings incorporated by reference into S-8
Registration Statement No. 33-79834 for
BOK Financial Corporation 1994 Stock Option Plan,
incorporated by reference to
Exhibit 99.5 of Form 10-K for the fiscal year
ended December 31, 1994.
99.6 Undertakings incorporated by reference into S-8
Registration Statement No. 33-79836 for
BOK Financial Corporation Directors' Stock
Compensation Plan, incorporated by reference
to Exhibit 99.6 of Form 10-K for the fiscal year
ended December 31, 1994.
99.7 Undertakings incorporated by reference into S-8
Registration Statement No. 333-32649 for BOK
Financial Corporation 1997 Stock Option Plan,
Incorporated by reference to Exhibit 99.7 of Form
10-K for the fiscal year ended December 31, 1997.
99.8 Undertakings incorporated by reference into S-8
Registration Statement No. 333-93957for
BOK Financial Corporation 2000 Stock Option Plan,
Incorporated by reference to Exhibit
99.8 of Form 10-K for the fiscal year ended
December 31, 1999.
99.9 Undertakings incorporated by reference into S-8
Registration Statement No. 333-40280 for
BOK Financial Corporation Thrift Plan for Hourly
Employees, Incorporated by reference to
Exhibit 99.9 of Form 10-K for the fiscal year
ended December 31, 2000.
(B) Reports on Form 8-K None.
(C) Exhibits Required by Item 601 of Regulation S-K
The exhibits listed in response to Item 14(A)(3) are filed as part of
this report.
(D) Financial Statement Schedules
None.
SIGNATURES
Pursuant to the requirements of Section 13 and 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
BOK FINANCIAL CORPORATION
/s/ George B. Kaiser
DATE: March 27, 2001 BY:
George B. Kaiser,
Chairman of the Board of Directors
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below on March 27, 2000, by the following persons on behalf of
the Registrant and in the capacities indicated.
OFFICERS
/s/ George B. Kaiser /s/ Stanley A. Lybarger
George B. Kaiser, Stanley A. Lybarger,
Chairman of the Board of Directors Director, President and Chief
Executive Officer
/s/ Steven E. Nell /s/ John C. Morrow
Steven E. Nell, John C. Morrow
Executive Vice President and Senior Vice President and Director of
Chief Financial Officer Financial Accounting and Reporting
DIRECTORS
/s/ W. Wayne Allen /s/ Robert J. LaFortune
- --------------------------------------- -------------------------------------
W. Wayne Allen Robert J. LaFortune
/s/ Philip C. Lauinger, Jr.
- --------------------------------------- -------------------------------------
C. Fred Ball, Jr. Philip C. Lauinger, Jr.
/s/ John C. Lopez
- --------------------------------------- -------------------------------------
James E. Barnes John C. Lopez
/s/ Sharon J. Bell /s/ Frank A. McPherson
- --------------------------------------- -------------------------------------
Sharon J. Bell Frank A. McPherson
/s/ Steven E. Moore
- --------------------------------------- -------------------------------------
Peter C. Boylan, III Steven E. Moore
/s/ Luke R. Corbett /s/ J. Larry Nichols
- --------------------------------------- -------------------------------------
Luke R. Corbett J. Larry Nichols
/s/ Robert H. Donaldson /s/ Ronald J. Norick
- --------------------------------------- -------------------------------------
Robert H. Donaldson Ronald J. Norick
/s/ Robert L. Parker, Sr.
- --------------------------------------- -------------------------------------
William E. Durrett Robert L. Parker, Sr.
/s/ James O. Goodwin /s/ James W. Pielsticker
- --------------------------------------- -------------------------------------
James O. Goodwin James W. Pielsticker
/s/ V. Burns Hargis
- --------------------------------------- -------------------------------------
V. Burns Hargis James A. Robinson
/s/ Howard E. Janzen /s/ L. Francis Rooney, III
- --------------------------------------- -------------------------------------
Howard E. Janzen L. Francis Rooney, III
/s/ E. Carey Joullian, IV
- ---------------------------------------
E. Carey Joullian, IV