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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 22, 1999
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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, 1998 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: $77,780,112 as of February 28, 1999.
Indicate the number of shares outstanding of each of the Registrant's classes of
common stock, as of the latest practicable date: 45,100,440 shares of common
stock ($.00006 par value) as of the start of business on March 1, 1999.
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, 1998 (designated portions only)
Part II - Annual Report to Shareholders For Fiscal Year Ended
December 31, 1998 (designated portions only)
Part III - Proxy Statement for Annual Meeting of Shareholders
scheduled for April 27, 1999 (designated portions only)
Part IV - Annual Report to Shareholders For Fiscal Year Ended
December 31, 1998 (designated portions only)
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BOK FINANCIAL CORPORATION
FORM 10-K ANNUAL REPORT
INDEX
ITEM PAGE
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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 - 11
Signatures 12
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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 1998 Annual Report to Shareholders. Information regarding
BOK Financial's acquisitions is incorporated by reference to Note 2 of "Notes
to Consolidated Financial Statements" (page 34) in BOK Financial's 1998 Annual
Report to Shareholders.
NARRATIVE DESCRIPTION OF BUSINESS
BOK Financial is a bank holding company whose activities are limited by the Bank
Holding Company Act of 1956, as amended ("BHCA") to banking, certain
bank-related services and activities, and managing or controlling banks. 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, asset-backed securities and private placements,
and BOK Capital Services Corporation, which provides leasing and mezzanine
financing. Other nonbank subsidiary operations are not significant. As of
December 31, 1998, BOK Financial and its subsidiaries had 2,758 full-time
equivalent employees.
INDUSTRY SEGMENTS
BOK Financial operates four principal lines of business, corporate banking,
consumer banking, mortgage banking and trust services which in the aggregate
account for more than 75% 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 13 - 14) and Note 17
of "Notes to Consolidated Financial Statements" (pages 46 - 49) in BOK
Financial's 1998 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.
BOk is the largest banking subsidiary of BOK Financial. It has the number one
market share in Oklahoma and a leading market position in nine of the 11
Oklahoma counties in which it operates. BOk competes with two super-regional
banks and numerous locally owned banks in both metropolitan 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, N.A., competes against numerous financial
institutions, including some of the largest in the U.S. Bank of Texas's market
share is approximately 1%. After giving effect to pending acquisitions, Bank of
Texas's market share is expected to increase to approximately 2%. Bank of
Albuquerque, N.A., was formed in December, 1998 to acquire $465 million in
deposits in a forced divestiture associated with the NationsBank/Bank of America
merger. Bank of Albuquerque has a number four market share position in the City
of Albuquerque behind Bank of America and two other super-regional competitors,
followed by several locally-owned smaller community banks. Bank of Arkansas,
N.A., operates as a community bank serving Benton and Washington counties in
Arkansas. It currently has $87 million in deposits and a Loan portfolio of
approximately $96 million.
Additional legislation, judicial and administrative decisions also may affect
the ability of banks to compete with each other as well as with other
businesses. These statutes and decisions may tend to make the operations of
various financial institutions more similar and increase competition among banks
and other financial institutions or limit the ability of banks to compete with
other businesses. Management currently cannot predict whether and, if so, when
any such changes might occur or the impact any such changes would have upon the
income or operations of BOK Financial or its subsidiaries, or upon the regional
banking environment in our markets.
SUPERVISION AND REGULATION
Bank 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.
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BOK FINANCIAL
As a bank holding company, BOK Financial is subject to regulation under the BHCA
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 an
annual report 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 the prior approval of the Reserve Board in any case where a
bank 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 bank
holding company may acquire all or substantially all of the assets of another
bank or before it may merge or consolidate with another bank 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 prohibits a bank holding company, with certain exceptions, from
acquiring more than five percent of the voting shares of any company that is not
a bank and from engaging in any business other than banking or managing or
controlling banks. Under the BHCA, the Reserve Board is authorized to approve
the ownership of shares by a bank holding company in any company whose
activities the Reserve Board has determined to be so closely related to banking
or to managing or controlling banks as to be a proper incident thereto. In
making such determinations, the Reserve Board weighs the Community Reinvestment
Act activities of the bank holding company and the expected benefit to the
public, such as greater convenience, increased competition or gains in
efficiency, against the possible adverse effects, such as undue concentration of
resources, decreased or unfair competition, conflicts of interest or unsound
banking practices. The Reserve Board has by regulation determined that certain
activities are closely related to banking within the meaning of the BHCA. These
activities include 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 agent for certain types of
credit-related insurance; owning and operating savings and loan associations;
and leasing personal property on a full pay-out, nonoperating basis.
A bank 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 bank
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 bank 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, 1998, BOK Financial's Leverage, Tier 1 and
Total Capital ratios were 6.57%, 7.80% and 11.96%, 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, regulates 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.
BOk, Bank of Texas, Bank of Albuquerque, and Bank of Arkansas are insured by the
FDIC and are required to pay certain fees and premiums to the Bank Insurance
Fund ("BIF"). The BIF has implemented a risk-related insurance system for
determining premiums to be paid by a bank. Each bank is placed in one of nine
risk categories based on its level of capital and supervisory rating with the
well-capitalized banks with the highest supervisory rating paying a premium of
0.00% of deposits and the critically undercapitalized banks paying up to 0.27%
of deposits. Also, approximately 17% of BOK Financial's total deposits at
December 31, 1998 were acquired through Oakar transactions and are insured
through the Savings Association Insurance Fund ("SAIF"). The Deposit Insurance
Funds Act of 1996 was enacted on September 30, 1996, which recapitalized the
SAIF and implemented a risk-related insurance system identical to the BIF system
discussed above. In addition, the Deposit Insurance
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Fund Act of 1996 implemented an additional assessment on BIF and SAIF deposits,
the Financing Corporation ("FICO") Quarterly Payment, which is not tied to the
BIF risk classification. The FICO BIF annual rate at December 31, 1998 was 1.22
basis points and the FICO SAIF annual rate was 6.10 basis points.
Applicable federal statutes and regulations require national banks to meet
certain leverage and risk-based capital requirements. At December 31, 1998,
BOk's, Bank of Texas's, Bank of Albuquerque's and Bank of Arkansas'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 15 of "Notes to Consolidated Financial Statements" (page 45) in BOK
Financial's 1998 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
$44 million, net of depreciation and amortization, as of December 31, 1998. BOK
Financial conducts its operations through 62 banking and 4 nonbanking locations
in Oklahoma, 5 banking and 2 nonbanking locations in Texas, 17 banking locations
in New Mexico, and 4 banking and 2 nonbanking locations in Arkansas as of
December 31, 1998. BOk's facilities are suitable for their respective uses and
present needs.
The information set forth in Notes 6 and 13 of "Notes to Consolidated Financial
Statements" (pages 38 and 44, respectively) of BOK Financial's 1998 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 13 of "Notes to Consolidated Financial
Statements" (page 44) of BOK Financial's 1998 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,
1998.
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,
1998, common shareholders of record numbered 1,198 with 45,037,558 shares
outstanding.
During 1998, BOK Financial declared a 3% stock dividend in respect of its Common
Stock payable in shares of Common Stock. The dividend was payable on November
25, 1998 to shareholders of record on November 8, 1998.
On January 26, 1999, BOK Financial declared a two-for-one stock split effected
in the form of a 100% stock dividend for common stockholders on record on
February 8, 1999 to be paid on February 22, 1999.
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BOK Financial's quarterly market information follows:
First Second Third Fourth
-------- -------- -------- --------
1998:
Low $ 19.50 $ 22.69 $ 20.25 $ 21.30
High 25.38 26.63 24.50 24.03
1997:
Low $ 12.88 $ 14.63 $ 16.38 $ 19.41
High 15.75 18.00 20.25 22.00
On February 25, 1998, BOK Financial announced that its board of directors
approved a common stock repurchase program to purchase up to 200,000 shares. The
purchases were made from time-to-time in accordance with SEC Rule 10(b)18
transactions. This program was terminated on December 31, 1998.
The information set forth under the captions "Table 1 - Consolidated Selected
Financial Data" (page 9), "Table 10 - Selected Quarterly Financial Data" (page
17) and Note 15 of "Notes to Consolidated Financial Statements" (page 45) of BOK
Financial's 1998 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 1998 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 54 - 55) and "Quarterly Financial Summary Unaudited" (pages 56
- - 57) of BOK Financial's 1998 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 -24) of BOK
Financial's 1998 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 17) of BOK
Financial's 1998 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 1999 Annual Proxy Statement for its
Annual Meeting of Shareholders scheduled for April 27, 1999 ("1999 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 1999 Annual Proxy Statement is incorporated herein by reference.
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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
1999 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 1999 Annual Proxy Statement is incorporated herein by reference.
The information set forth under Notes 3, 5 and 9 of "Notes to Consolidated
Financial Statements" (pages 35, 37, and 40, respectively) of BOK Financial's
1998 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, 1998 are
incorporated by reference in Parts I and II of this Annual Report on Form 10-K.
EXHIBIT 13
1998 ANNUAL REPORT
DESCRIPTION PAGE NUMBER
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Consolidated Selected Financial Data 9
Selected Quarterly Financial Data 17
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 31-53
Annual Financial Summary - Unaudited 54-55
Quarterly Financial Summary - Unaudited 56-57
(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.
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(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
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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
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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 1998 Stock Option Plan, incorporated
by reference to Exhibit 4.0 of S-8 Registration Statement No.
33-32642
10.7.6 BOK Financial Corporation Directors' Stock Compensation Plan,
incorporated by reference to Exhibit 4.0 of S-8 Registration
Statement No. 33-79836.
10.7.7 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.
10.7.8 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.
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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.
13.0 Annual Report to Shareholders for the fiscal year ended
December 31, 1998. 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.
10
11
21.0 Subsidiaries of BOK Financial.
23.0 Consent of independent auditors - Ernst & Young LLP.
27.0 Financial Data Schedule for ended December 31, 1998
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. 33-32642 for BOK Financial Corporation 1998
Stock Option Plan, Incorporated by reference to Exhibit 99.7
of Form 10-K for the fiscal year ended December 31, 1997.
(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.
11
12
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
DATE: March 22, 1999 BY: /s/ George B. Kaiser
------------------ --------------------------
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 22, 1999, 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/ James A. White /s/ John C. Morrow
- ---------------------------------- -------------------------------------
James A. White, John C. Morrow
Executive Vice President and Senior Vice President and Director of
Chief Financial Officer/Treasurer Financial Accounting and Reporting
DIRECTORS
/s/ W. Wayne Allen /s/ Frank A. McPherson
- ---------------------------------- ------------------------------------
W. Wayne Allen Frank A. McPherson
/s/ James E. Barnes /s/ Steven E. Moore
- ---------------------------------- ------------------------------------
James E. Barnes Steven E. Moore
/s/ Sharon J. Bell
- ---------------------------------- ------------------------------------
Sharon J. Bell J. Larry Nichols
/s/ Glenn A. Cox /s/ Robert L. Parker, Sr.
- ---------------------------------- ------------------------------------
Glenn A. Cox Robert L. Parker, Sr.
/s/ Robert H. Donaldson /s/ James W. Pielsticker
- ---------------------------------- ------------------------------------
Robert H. Donaldson James W. Pielsticker
/s/ William E. Durrett /s/ E.C. Richards
- ---------------------------------- ------------------------------------
William E. Durrett E.C. Richards
/s/ James O. Goodwin /s/ James A. Robinson
- ---------------------------------- ------------------------------------
James O. Goodwin James A. Robinson
/s/ V. Burns Hargis /s/ L. Francis Rooney, III
- ---------------------------------- ------------------------------------
V. Burns Hargis L. Francis Rooney, III
/s/ Howard E. Janzen /s/ David J. Tippeconnic
- ---------------------------------- ------------------------------------
Howard E. Janzen David J. Tippeconnic
/s/ E. Carey Joullian, IV /s/ Tom E. Turner
- ---------------------------------- ------------------------------------
E. Carey Joullian, IV Tom E. Turner
/s/ Robert J. LaFortune /s/ Robert L. Zemanek
- ---------------------------------- ------------------------------------
Robert J. LaFortune Robert L. Zemanek
/s/ Philip C. Lauinger, Jr.
- ---------------------------------- ------------------------------------
Philip C. Lauinger, Jr.
12
13
INDEX TO EXHIBITS
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
14
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 1998 Stock Option Plan, incorporated
by reference to Exhibit 4.0 of S-8 Registration Statement No.
33-32642
10.7.6 BOK Financial Corporation Directors' Stock Compensation Plan,
incorporated by reference to Exhibit 4.0 of S-8 Registration
Statement No. 33-79836.
10.7.7 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.
10.7.8 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.
15
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.
13.0 Annual Report to Shareholders for the fiscal year ended
December 31, 1998. 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.
16
21.0 Subsidiaries of BOK Financial.
23.0 Consent of independent auditors - Ernst & Young LLP.
27.0 Financial Data Schedule for ended December 31, 1998
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. 33-32642 for BOK Financial Corporation 1998
Stock Option Plan, Incorporated by reference to Exhibit 99.7
of Form 10-K for the fiscal year ended December 31, 1997.