As filed with the Securities and Exchange Commission on March 12, 200416, 2005
==============================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 20032004
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _____________ to ______________
Commission File No. 0-19341
BOK FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Oklahoma 73-1373454
(State or other jurisdiction (IRS Employer
of Incorporation or Organization) Identification No.)
Bank of Oklahoma Tower
P.O. Box 2300
Tulsa, Oklahoma 74192
(Address of Principal Executive Offices) (Zip Code)
(918) 588-6000
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12 (b) of the Act:
None
Securities registered pursuant to Section 12 (g) of the Act:
Common stock, $0.00006 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-K 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. |_|
Indicate by check mark whether the registrant is an accelerated filer (as
defined by Rule 12b-2 of the Act). Yes |X| No |_|
The aggregate market value of the registrant's common stock ("Common
Stock") held by non-affiliates is approximately $712,912,226$791,314,455 (based on the June
30, 20032004 closing price of Common Stock of $37.71$39.27 per share). As of March 1,
2004,2005, there were 57,366,61659,499,273 shares of Common Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Document of the Registrant Reference LocationsDOCUMENT OF THE REGISTRANT REFERENCE LOCATIONS
Portions of the 20032004 Annual Report to Shareholders Parts I, II, III and IV
Portions of the 20042005 Proxy Statement Part III
=============================================================================================================================================================
BOK FINANCIAL CORPORATION
ANNUAL REPORT ON FORM 10-K
INDEX
ITEM PAGE
PART I
1. Business 3
2. Properties 67
3. Legal Proceedings 67
4. Submission of Matters to a Vote of Security Holders 67
PART II
5. Market for Registrant's Common Equity, and Related Stockholder
Matters and Issuer Purchases of Equity Securities 7
6. Selected Financial Data 78
7. Management's Discussion and Analysis of Financial
Condition and Results of Operations 78
7A.Quantitative and Qualitative Disclosures About Market Risk 78
8. Financial Statements and Supplementary Data 89
9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 8
9A.Controls9
9A. Controls and Procedures 89
9B. Other Information 9
PART III
10. Directors and Executive Officers of the Registrant 89
11. Executive Compensation 89
12. Security Ownership of Certain Beneficial Owners and
Management 8and Related Stockholder Matters 9
13. Certain Relationships and Related Transactions 910
14. Principal Accountant Fees and Services 910
PART IV
15. Exhibits, Financial Statement Schedules and Reports on Form 8-K 1011
Signatures 1618
Chief Executive Officer Section 302 Certification Exhibit 31.1
Chief Financial Officer Section 302 Certification Exhibit 31.2
Section 906 Certifications Exhibit 32
3
PART I
ITEM 1. BUSINESS
GeneralGENERAL
Developments relating to individual aspects of the business of BOK
Financial Corporation ("BOK Financial" or "the Company") are described below.
Additional discussion of the Company's activities during the current year is
incorporated by reference to the "Management's Assessment of Operations and
Financial Condition" section of BOK Financial's 20032004 Annual Report to
Shareholders (the "2003"2004 Annual Report"). Information regarding BOK Financial's
acquisitions is incorporated by reference to Note 2 of "Notes to Consolidated
Financial Statements" within the 20032004 Annual Report.
Description of BusinessDESCRIPTION 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 offers full
service banking in Oklahoma, Dallas and Houston, Texas, Albuquerque, New Mexico,
Northwest Arkansas, and Denver, Colorado. Principal subsidiaries are Bank of
Oklahoma, N.A. ("BOk"), Bank of Texas, N.A., Bank of Albuquerque, N.A., Bank of
Arkansas, N.A. and Colorado State Bank and Trust, N.A. (collectively, the
"Banks"). Other subsidiaries include BOSC, Inc., a broker/dealer that engages in
retail and institutional securities sales and municipal bond underwriting. Other
non-bank subsidiary operations are not significant.
Our overall strategic objective is to emphasize growth in long-term value
by building on our leadership position in Oklahoma and expanding into
high-growth markets in contiguous states. We have a solid position in Oklahoma
and are the state's largest financial institution as measured by deposit market
share. Since 1997, we have expanded into Dallas and Houston, Texas, Albuquerque,
New Mexico, Denver, Colorado, and have recently announced plans to expand into
Phoenix, Arizona.
Our primary focus is to provide a broad range of financial products and
services, including loans and deposits, cash management services, fiduciary
services, mortgage banking, and brokerage and trading services to middle-market
businesses, financial institutions, and consumers. Our revenue sources are
diversified. Approximately 42% of our revenue comes from commissions and fees.
Commercial banking is a significant part of our business. Our credit
culture emphasizes building relationships by making high-quality loans and
providing a full range of financial products and services to our customers.
Our acquisition strategy targets quality organizations that have
demonstrated solid growth in their business lines. We provide additional growth
opportunities by hiring talent to enhance competitiveness, adding locations, and
broadening product offerings. Our operating philosophy embraces local
decision-making through the boards of directors for each of our bank
subsidiaries.
BOK Financial's corporate headquarters is located at Bank of Oklahoma
Tower, P.O. Box 2300, Tulsa, Oklahoma 74192.
The Company's Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q,
Current Reports on Form 8-K and amendments to those reports are available on the
Company's website at www.bokf.com as soon as reasonably practicable after the
Company electronically files such material with or furnishes it to the
Securities and Exchange Commission.
Operating SegmentsOPERATING SEGMENTS
BOK Financial operates fourfive principal lines of business under its BOk
franchise:business: Oklahoma corporate
banking, Oklahoma consumer banking, mortgage banking, wealth management, and
wealth
management.regional banking. Mortgage banking activities include loan origination and
servicing across all markets served by the Company. Wealth management provides
brokerage and trading, private financial services and investment advisory
services in all markets. It also operates a fifth principal lineprovides fiduciary services in all markets
except Colorado. Fiduciary services in Colorado are included in regional
banking. Regional banking consists primarily of business, regional banks,
which includes allcorporate and consumer banking
functions for Bank of Texas, N.A., Bank of
Albuquerque, N.A., Bank of Arkansas, N.A., and Colorado State Bank and Trust,
N.A. These five principal lines of business combined account for approximately
94% of total revenue.activities in the respective local markets. Discussion of these principal lines
of business is incorporated by reference to the Lines of Business section within
"Management's Assessment of Operations and Financial Condition" within the 20032004
Annual Report and to Note 1718 of "Notes to Consolidated Financial Statements"
within the 20032004 Annual Report.
CompetitionCOMPETITION
BOK Financial and its operating segments (corporate banking, consumer
banking, mortgage banking, wealth management and regional banks) face competition from other banks,
thrifts, credit unions and other non-bank financial institutions, such as
investment banking firms, investment advisory firms, brokerage firms, investment
companies, government agencies, mortgage brokers and insurance companies. The
Company competes largely on the basis of customer services, interest rates on
loans and deposits, lending limits and customer convenience. Some operating
segments face competition from institutions that are not as closely regulated as
banks, and therefore are not limited by the same capital
4
requirements and other restrictions. All market share information presented
below is based upon share of deposits in specified areas according to SNL
DataSource.DataSource as of December 31, 2004.
BOk is the largest banking subsidiary of BOK Financial and has the largest
market share in Oklahoma with 13% of the state's total deposits. In the Tulsa
and Oklahoma City areas, BOk has 32%29% and 10% of the market share, respectively.
BOk competes with two banks that have operations nationwide and have greater
access to funds at lower costs.costs, higher lending limits, and greater access to
technology resources. BOk also competes with several regional and many locally owned banks in
both the Tulsa and Oklahoma City areas, as well as in every other community in
which we do business throughout the state.
Through other subsidiary banks, BOK Financial competes in the Dallas-Fort Worth
combined metropolitan area and in the Houston, area of Texas, in the Albuquerque, New Mexico, and Denver, Colorado, markets, and in Northwest
Arkansas. Bank of Texas competes against numerous financial institutions,
including some of the largest in the United States, and has a market share of
approximately 2% and 1% in the Dallas-Fort Worth and Houston areas,
respectively. Bank of Albuquerque has a number three market share position with
11% of deposits in the Albuquerque area and competes with two large national
banks, some regional banks and several locally-owned smaller community banks.
Colorado State Bank and Trust has a market share of approximately 1% in the
Denver area. Bank of Arkansas operates as a community bank serving Benton and
Washington counties in Arkansas. The Company's ability to expand into additional
states remains subject to various federal and state laws.
EmployeesEMPLOYEES
As of December 31, 2003,2004, BOK Financial and its subsidiaries employed 3,4493,548
full-time equivalent employees. None of the Company's employees are represented
by collective bargaining agreements. Management considers its employee relations
to be good.
4
Supervision and RegulationSUPERVISION AND REGULATION
BOK Financial and its subsidiaries are subject to extensive regulations
under federal and state laws. These regulations are designed to protect
depositors, the Bank Insurance Fund and the banking system as a whole and not
necessarily to protect shareholders and creditors. As detailed below, these
regulations may restrict the Company's ability to diversify, to acquire other
institutions and to pay dividends on its capital stock. They also may require
the Company to provide financial support to its subsidiaries, maintain certain
capital balances and pay higher deposit insurance premiums.
Proposals to change laws and regulations governing the banking industry are
frequently introduced in Congress, in the state legislatures and before bank
regulatory agencies. The likelihood and timing of any new proposals or
legislation and the impact they might have on the Company and its subsidiaries
cannot be predicted at this time.
The following information to the extent it describes statutory or
regulatory provisions, is qualified in its entirety by reference to the full
text of the statutessummarizes certain laws and regulations that
are described.
Generalaffect the Company's operations. It does not discuss all provisions of these
laws and regulations and it does not summarize all laws and regulations that
affect the Company.
GENERAL
As a financial holding company, BOK Financial is regulated under the BHCA
and is subject to regular inspection, examination and supervision by the Board
of Governors of the Federal Reserve System (the "Federal Reserve Board"). Under
the BHCA, BOK Financial files quarterly reports and other information with the
Federal Reserve Board.
The Banks are organized as national banking associations under the National
Banking Act, and are subject to regulation, supervision and examination by the
Office of the Comptroller of the Currency (the "OCC"), the Federal Deposit
Insurance Corporation (the "FDIC"), the Federal Reserve Board and other federal
and state regulatory agencies. The OCC has primary supervisory responsibility
for national banks and must approve certain corporate or structural changes,
including changes in capitalization, payment of dividends, change of place of
business, and establishment of a branch or operating subsidiary. The OCC
performs its functions through national bank examiners who provide the OCC with
information concerning the soundness of a national bank, the quality of
management and directors, and compliance with applicable regulations. The
National Banking Act authorizes the OCC to examine every national bank as often
as necessary.
A financial holding company, and the companies under its control, are
permitted to engage in activities considered "financial in nature" as defined by
the Gramm-Leach-Bliley Act and Federal Reserve Board interpretations, and
therefore may engage in a broader range of activities than permitted for bank
holding companies and their subsidiaries. Activities that are "financial in
nature" include securities underwriting and dealing, insurance underwriting,
operating a mortgage company, credit card company or factoring company,
performing certain data processing operations, servicing loans and other
extensions of credit, providing investment and financial advice, owning and
operating savings and loan associations, and leasing personal property on a full
pay-out, non-operating basis. In order for a financial holding company to
commence any new activity permitted by the BHCA, each insured depository
institution subsidiary of the financial holding company must have received a
rating of at least satisfactory in its most recent examination under the
Community Reinvestment Act. A financial holding company is required to notify
the Federal Reserve Board within thirty days of engaging in new activities
determined to be "financial in nature." BOK Financial is engaged in some of
these activities and has notified the Federal Reserve Board.
5
The BHCA requires the Federal Reserve Board's prior approval for the direct
or indirect acquisition of more than five percent of any class of voting stock
of any non-affiliated bank. Under the Federal Bank Merger Act, the prior
approval of the OCC is required for a national bank to merge with another bank
or purchase the assets or assume the deposits of another bank. In reviewing
applications seeking approval of merger and acquisition transactions, the bank
regulatory authorities consider, among other things, the competitive effect and
public benefits of the transactions, the capital position of the combined
organization, the applicant's performance record under the Community
Reinvestment Act and fair housing laws and the effectiveness of the subject
organizations in combating money laundering activities.
A financial holding company and its subsidiaries are 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 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 Banks and other non-bank subsidiaries are also subject to other federal
and state laws and regulations. For example, BOSC, Inc., the Company's
broker/dealer subsidiary that engages in retail and institutional securities
sales and municipal bond underwriting, is regulated by the Securities and
Exchange Commission, the National Association of Securities Dealers, Inc., the
Federal Reserve Board, the National Futures Association and state securities
regulators. As another example, Bank of Arkansas is 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 and limit the rate on consumer
loans to the lower of five percent above the discount rate or seventeen percent.
5
Capital Adequacy and Prompt Corrective ActionCAPITAL ADEQUACY AND PROMPT CORRECTIVE ACTION
The Federal Reserve Board, the OCC and the FDIC have issued substantially
similar risk-based and leverage capital guidelines applicable to United States
banking organizations to ensure capital adequacy based upon the risk levels of
assets and off-balance sheet financial instruments. In addition, these
regulatory agencies may from time to time require that a banking organization
maintain capital above the minimum levels, whether because of its financial
condition or actual or anticipated growth. Capital adequacy guidelines and
prompt corrective action regulations involve quantitative measures of assets,
liabilities, and certain off-balance sheet items calculated under regulatory
accounting practices. Capital amounts and classifications are also subject to
qualitative judgments by regulators regarding components, risk weighting and
other factors.
The Federal Reserve Board risk-based guidelines define a three-tier capital
framework. Core capital (Tier 1) includes common shareholders' equity and
qualifying preferred stock, less goodwill, most intangible assets and other
adjustments. Supplementary capital (Tier 2) consists of preferred stock not
qualifying as Tier 1 capital, qualifying mandatory convertible debt securities,
limited amounts of subordinated debt, other qualifying term debt and allowances
for credit losses, subject to limitations. Market risk capital (Tier 3) includes
qualifying unsecured subordinated debt. Assets and off-balance sheet exposures
are assigned to one of four categories of risk-weights, based primarily upon
relative credit risk. Risk-based capital ratios are calculated by dividing Tier
1 and total capital by risk-weighted assets. For a depository institution to be
considered well capitalized under the regulatory framework for prompt corrective
action, the institution's Tier 1 and total capital ratios must be at least 6%
and 10% on a risk-adjusted basis, respectively. As of December 31, 2003,2004, BOK
Financial's Tier 1 and total capital ratios under these guidelines were 9.15%10.02%
and 11.31%11.67%, respectively.
The leverage ratio is determined by dividing Tier 1 capital by adjusted
average total assets. Banking organizations are required to maintain a ratio of
at least 5% to be classified as well capitalized. BOK Financial's leverage ratio
at December 31, 20032004 was 7.17%7.94%.
The Federal Deposit Insurance Corporation Improvement Act of 1991 (the
"FDICIA"), among other things, identifies five capital categories for insured
depository institutions from well capitalized to critically undercapitalized and
requires the respective federal regulatory agencies to implement systems for
prompt corrective action for institutions failing to meet minimum capital
requirements within such categories. FDICIA imposes progressively more
restrictive covenants on operations, management and capital distributions,
depending upon the category in which an institution is classified.
The various regulatory agencies have adopted substantially similar
regulations that define the five capital categories identified by FDICIA, using
the total risk-based capital, Tier 1 risk-based capital and leverage capital
ratios as the relevant capital measures. Such regulations establish various
degrees of corrective action to be taken when an institution is considered
undercapitalized. Under these guidelines, each of the Banks was considered well
capitalized as of December 31, 2003.2004.
The federal regulatory authorities' risk-based capital guidelines are based
upon the 1988 capital accord of the Basel Committee on Banking Supervision (the
"BCBS"). The BCBS is a committee of central banks and bank regulators from the
major industrialized countries that develops broad policy guidelines for use by
each country's supervisors in determining the supervisory policies they apply.
6
In January 2001, the BCBS released a proposal to replace the 1988 capital
accord with a new capital accord that would set capital requirements for
operational risk and refine the existing capital requirements for credit risk
and market risk exposures. The new capital framework would consistOperational risk refers to the risk of minimum
capital requirements, a supervisory review process and the effective use of
market discipline. The BCBS set out options from which banks could choose
depending upon the complexity of their business and the quality of their risk
management. One approach is the standard approach which would refine the current
measurement framework and introduce the use of external credit assessments to
determine a bank's capital charge. Banks with more advanced risk management
capabilities could make use of an internal risk-rating based approach. The BCBS
has also proposed an explicit capital charge for operational risk to provide fordirect or
indirect losses resulting from failed internal processes, people, and systems.
The supervisory review aspect1988 capital accord does not include separate capital requirements for
operational risk.
In June 2004, the BCBS published the framework for a new set of the new framework would seekrisk-based
capital standards. Release of proposed rules to ensure that a
bank's capital position is consistent with its overall risk profile and
strategy. The third aspect ofimplement the new framework, market discipline, would call
for detailed disclosure of a bank's capital adequacy in order to encourage high
disclosure standards and to enhance the role of market participants in
encouraging banks to hold adequate capital.
The BCBS has stated that its objective is to finalize a new capital accord
is currently expected in mid-2005. Release of final rules is expected by
mid-year 2004mid-2006, and for member countriesfinal rules are expected to implement the accord by the end of
2006.become effective in early 2008. The
ultimate timing forand final form of a new accord and the specifics of capital
assessments for addressing operational risk, are uncertain. However, it is
possible that a new capital accord addressing operational risk will eventually be adopted by the BCBS and
implemented by the United States federal bank regulatory authorities. The new
capital requirements that may arise from a new
BCBS capital accord could increase
minimum capital requirements applicable to BOK Financial and its subsidiaries.
Further discussion of regulatory capital, including regulatory capital
amounts and ratios, is incorporated by reference to information set forth under
the caption "Borrowings and Capital" within the Management's Assessment of
Operations and Financial Condition section and Note 1516 of "Notes to Consolidated
Financial Statements" of the 20032004 Annual Report.
6
DividendsDIVIDENDS
The primary source of liquidity for BOK Financial is dividends from the
Banks, which are limited by various banking regulations to net profits, as
defined, for the year plus retained profits for the preceding two years and
further restricted by minimum capital requirements. Based on the most
restrictive limitations, the Banks had excess regulatory capital and could
declare up to $121$161 million of dividends without regulatory approval as of
December 31, 2003.2004. BOK Financial management has developed and the Board of
Directors has approved an internal capital policy that is more restrictive than
the regulatory standards. Under this policy, the Banks could declare dividends
of up to $71$98 million as of December 31, 2003.2004. These amounts are not necessarily
indicative of amounts that may be available to be paid in future periods.
Source of Strength DoctrineSOURCE OF STRENGTH DOCTRINE
According to Federal Reserve Board policy, bank holding companies are
expected to act as a source of financial strength to each subsidiary bank and to
commit resources to support each such subsidiary. This support may be required
at times when a bank holding company may not be able to provide such support.
Similarly, under the cross-guarantee provisions of the Federal Deposit Insurance
Act, in the event of a loss suffered by the FDIC as a result of default of a
banking subsidiary or related to FDIC assistance provided to a subsidiary in
danger of default, the other Banks may be assessed for the FDIC's loss, subject
to certain exceptions.
Governmental Policies and Economic FactorsGOVERNMENTAL 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 Federal Reserve Board. An important
function of the Federal Reserve Board is to regulate the national supply of bank
credit to moderate recessions and curb inflation. Among the instruments of
monetary policy used by the Federal Reserve Board to implement its objectives
are: open-market operations in U.S. Government securities, changes in the
discount rate and federal funds rate on bank borrowings, and changes in reserve
requirements on bank deposits. The effect of future changes in such policies on
the business and earnings of BOK Financial and its subsidiaries is uncertain.
In 2002, the Sarbanes-Oxley Act (the "Act") was signed into law to address
many aspects of financial accounting,reporting, corporate governance and public company
disclosure. Among other things, the Act establishes a comprehensive framework
for the oversight of public company auditing and for strengthening the
independence of auditors and audit committees. Under the Act, audit committees
are responsible for the appointment, compensation and oversight of the work of
the auditors. The non-audit services that can be provided to a company by its
auditor are limited. Audit committee members are subject to specific rules
addressing their independence. The Act also requires enhanced and accelerated
financial disclosures, and it establishes various responsibility measures, such
as requiring the chief executive officer and chief financial officer to certify
to the quality of the company's financial reporting. The Act imposes
restrictions on and accelerated reporting requirements for certain insider
trading activities. It imposes a variety of penalties for fraud and other
violations and creates a federal felony for securities fraud. Various sections
of the Act are applicable to BOK Financial. Portions of the Act were effective
immediately; others became effective or are in process of becoming effective
through rulings by the SEC, based on timelines set forth in the law.
Foreign OperationsFOREIGN OPERATIONS
BOK Financial does not engage in operations in foreign countries, nor does
it lend to foreign governments.
7
ITEM 2 - PROPERTIES
As of December 31, 2003, the Company's principal offices are located in the
Bank of Oklahoma Tower in downtown Tulsa, Oklahoma.
BOK Financial and its subsidiaries own and lease improved real estate that
wasis carried at $122 million, net of depreciation and amortization, asamortization. The Company's
principal offices are located in leased premises in the Bank of December 31, 2003. BOK
Financial conducts its operations through 74 locationsOklahoma Tower,
Tulsa, Oklahoma. Banking offices are primarily located in Tulsa and Oklahoma
36 locations
inCity, Oklahoma, Dallas-Forth Worth and Houston, Texas, 21 locations inAlbuquerque, New Mexico,
5 locationsand Denver, Colorado. Operations facilities are located in ArkansasTulsa, Oklahoma,
Dallas, Texas, and 4 locations in
Colorado as of December 31, 2003.Albuquerque, New Mexico. The Company's facilities are
suitable for their respective uses and present needs.
The information set forth in Notes 6 and 1415 of "Notes to Consolidated
Financial Statements" of the 20032004 Annual Report provides further discussion
related to properties and is incorporated herein by reference.
ITEM 3 - LEGAL PROCEEDINGS
The information set forth in Note 1415 of "Notes to Consolidated Financial
Statements" of the 20032004 Annual Report 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,
2003.
72004.
PART II
ITEM 5 - MARKET FOR REGISTRANT'S COMMON EQUITY, AND RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES
BOK Financial's $.00006 par value common stock is traded on the Nasdaq
Stock Market under the symbol BOKF. As of March 1, 2004,2005, common shareholders of
record numbered 1,3211,194 with 57,366,61659,499,273 shares outstanding.
The highest and lowest closing bid price for shares of BOK Financial's quarterly market informationFinancial common
stock follows:
First Second Third Fourth
--------------- -------------- -------------- ---------------
2004:
Low $37.48 $37.29 $38.95 $44.33
High 39.91 41.20 45.45 49.18
2003:
Low $31.00 $31.85 $37.90 $37.65$29.21 $30.02 $36.55 $36.55
High 33.24 38.59 41.02 39.40
2002:
Low $27.33 $31.94 $28.51 $28.04
High 33.06 36.52 34.06 34.78
Management plans to recommend continued payment of an annual dividend in
shares of common stock. The Company's practice has been not to pay cash
dividends.31.23 37.24 39.83 38.23
Under a common stock repurchase program announced initially in 1998, BOK
Financial has authority to repurchase up to 800,000 shares. These purchases have
been made from time to time in accordance with SEC Rule 10(b)18 transactions.
Since the initial authorization,
was announced in 1998, BOK Financial has repurchased 617,051 shares. No608,942 shares,
were repurchasedleaving 191,058 shares available for repurchase. The Company last purchased
shares pursuant to its program on August 7, 2000.
8
The following table provides information with respect to purchases made by
or on behalf of the Company or any "affiliated purchaser" (as defined in Rule
10b-18(a)(3) under this programthe Securities Exchange Act of 1934), of the Company's common
stock during the three months ended December 31, 2004.
---------------------------------------- ------------------- ----------------- ------------------------ ---------------------
Total Number of Shares Maximum Number of
Purchased as Part of Shares that May Yet
Period Total Number of Average Price Publicly Announced Be Purchased Under
Shares Purchased (1) Paid per Share Plans or Programs the Plans
---------------------------------------- ------------------- ----------------- ------------------------ ---------------------
October 1, 2004 to October 31, 2004 7,491 $45.32 - 191,058
---------------------------------------- ------------------- ----------------- ------------------------ ---------------------
November 1, 2004 to November 30, 2004 16,819 $47.08 - 191,058
---------------------------------------- ------------------- ----------------- ------------------------ ---------------------
December 1, 2004 to December 31, 2004 23,620 $48.93 - 191,058
---------------------------------------- ------------------- ----------------- ------------------------ ---------------------
Total 47,930 -
---------------------------------------- ------------------- ----------------- ------------------------ ---------------------
(1) The Company routinely repurchases mature shares from employees to
cover the exercise price and taxes in 2003.connection with employee
stock option exercises.
BOK Financial entered into a limited price guarantee on a portion of the
shares issued in the Bank of Tanglewood acquisition on October 25, 2002.
Additional discussion of this price guarantee is incorporated by reference to
information set forth under the "Borrowings and Capital" caption within the
Management's Assessment of Operations and Financial Condition section and in
Note 1516 of "Notes to Consolidated Financial Statements" within the 20032004 Annual
Report.
The information set forth under the captions "Table 1 - Consolidated
Selected Financial Data," "Table 5 - Selected Quarterly Financial Data,"
"Borrowings and Capital," and Note 1516 of "Notes to Consolidated Financial
Statements" of the 20032004 Annual Report is incorporated herein by reference.
ITEM 6 - SELECTED FINANCIAL DATA
The information set forth under the caption "Table 1 - Consolidated
Selected Financial Data" of the 20032004 Annual Report 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," "Annual Financial Summary - Unaudited" and
"Quarterly Financial Summary - Unaudited" of the 20032004 Annual Report is
incorporated herein by reference.
ITEM 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
BOK Financial is subject to market risk primarily through the effect of
changes in interest rates on both its assets held for purposes other than
trading and trading assets. The effects of other changes, such as foreign
exchange rates, commodity prices or equity prices do not pose significant market
risk to BOK Financial. BOK Financial has no material investments in assets that
are affected by changes in foreign exchange rates or equity prices. Energy
derivative contracts, which are affected by changes in commodity prices, are
matched against offsetting contracts. Additional discussion of this type of
market risk is set forth under the caption "Market Risk" within the Management's
Assessment of Operations and Financial Condition section of the 20032004 Annual
Report and is incorporated herein by reference.
BOK Financial is also exposed to market risk related to a stock price
guarantee agreement made in connection with the Bank of Tanglewood acquisition.
Additional information regarding this risk is set forth under the "Borrowings
and Capital" caption within the Management's Assessment of Operations and
Financial Condition section of the 20032004 Annual Report.
Additional information regarding market risk is set forth under the "Loans"
caption within the Management's Assessment of Operations and Financial Condition
section of the 20032004 Annual Report and is incorporated herein by reference,
including disclosures of loan concentrations by primary industry of the borrower
and geographic concentrations of the loan portfolio. The information set forth
under the "Deposits" caption within the Management's Assessment of Operations
and Financial 8
Condition section of the 20032004 Annual Report is also incorporated
herein by reference, including geographic distribution of deposit accounts. 9
ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The following information set forth in the 20032004 Annual Report is
incorporated herein by reference: the Consolidated Financial Statements and
Notes to Consolidated Financial Statements of BOK Financial Corporation,
together with the report thereon of Ernst & Young LLP dated January 28,March 11, 2005,
which appears on page 45 of the 2004 Annual Report, and the Selected Quarterly
Financial Data in Table 5.
ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
There were no changes in or disagreements with accountants on accounting
and financial disclosure.None.
ITEM 9A - CONTROLS AND PROCEDURES
As of the end of the period covered by this report and pursuant to Rule
13a-15 of the Securities Exchange Act of 1934 (the "Exchange Act"), the
Company's management, including the Chief Executive Officer and Chief Financial
Officer, conducted an evaluation of the effectiveness and design of the
Company's disclosure controls and procedures (as that term is defined in Rules
13a-15(e) and 15d-15(e) of the Exchange Act). Based upon that evaluation, the
Company's Chief Executive Officer and Chief Financial Officer concluded, as of
the end of the period covered by this report, that the Company's disclosure
controls and procedures were effective in recording, processing, summarizing and
reporting information required to be disclosed by the Company, within the time
periods specified in the Securities and Exchange Commission's rules and forms.
In addition and as of the end of the period covered by this report, there
have been no changes in internal controlscontrol over financial reporting (as defined in
Rule 13a-15(f) and 15d-15(f) of the Exchange Act) during the period covered
by this reportCompany's fourth
fiscal quarter that have materially affected, or are reasonably likely to
materially affect, the internal controlscontrol over financial reporting.
The Report of Management on Financial Statements and Management's Report on
Internal Control over Financial Reporting appear on Page 44 of the 2004 Annual
Report and are incorporated herein by reference. The independent registered
public accounting firm, Ernst & Young, LLP, has audited the financial statements
included in the 2004 Annual Report and has issued an audit report on
management's assessment of the internal control over financial reporting, which
appears on Page 46 of the 2004 Annual Report and is incorporated herein by
reference.
ITEM 9B - OTHER INFORMATION
On March 7, 2005, Mr. Stanley Lybarger, Chief Executive Officer, and Mr.
George Kaiser, principal shareholder and Chairman of the Board, entered into an
agreement whereby Mr. Kaiser agreed to personally guarantee certain deferred
compensation to Mr. Lybarger as provided in the agreement. This agreement is
attached as Exhibit 10.4 (e).
PART III
ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information set forth under the captions "Election of Directors,"
"Executive Compensation" and "Risk Oversight and Audit Committee" in BOK
Financial's 20042005 Annual Proxy Statement is incorporated herein by reference.
The Company has a Code of Ethics which is applicable to all Directors,
officers and employees of the Company, including the Chief Executive Officer and
the Chief Financial Officer, the principal executive officer and principal
financial and accounting officer, respectively. A copy of the Code of Ethics
will be provided without charge to any person who requests it by writing to the
Company's headquarters at Bank of Oklahoma Tower, P.O. Box 2300, Tulsa, Oklahoma
74192 or telephoning the Chief Auditor at (918) 588-6000. The Company will also
make available amendments to or waivers from its Code of Ethics applicable to
Directors or executive officers, including the Chief Executive Officer and the
Chief Financial Officer, in accordance with all applicable laws and regulations.
ITEM 11 - EXECUTIVE COMPENSATION
The information set forth under the caption "Executive Compensation" in BOK
Financial's 20042005 Annual Proxy Statement is incorporated herein by reference.
ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The information set forth under the captions "Security Ownership of Certain
Beneficial Owners and Management" and "Election of Directors" in BOK Financial's
20042005 Annual Proxy Statement is incorporated herein by reference.
9
Equity Compensation Plan Information10
EQUITY COMPENSATION PLAN INFORMATION
The following table provides information about the Company's equity
compensation plans in effect at December 31, 2003.2004. Plans included in the
following table consist of the BOKF 1994, 1997, 2000, 2001 and 2003 Stock Option
Plans, as well as the 2003 Executive Incentive Plan and the BOKF Directors Stock
Compensation Plan. The material features of the various stock-based compensation
plans are described within Note 13 of "Notes to Consolidated Financial
Statements" of the 20032004 Annual Report, which is incorporated herein by
reference.
Number of securities
remaining available for
future issuance under
Number of securities to Weighted-average equity compensation
be issued upon exercise exercise price of plans (excluding
of outstanding options, outstanding options, securities reflected in
Plan Category warrants, and rights(2) warrants, and rights(2) the first column)(2)
---------------------------------- ---------------------------- ------------------------ ------------------------------
Equity compensation plans approved
by security holders:
Stock options 3,282,742 $24.34 2,493,682(1)3,338,048 $28.53 2,166,102(1)
Nonvested common shares 18,63544,738 Not applicable 481,365
________________ ________________456,565
----------------------------- -----------------------------
Sub-total 3,301,377 2,975,047(1)3,382,786 2,622,667(1)
Equity compensation plans not
approved by security holders None None None
________________ ________________----------------------------- -----------------------------
Total 3,301,377 2,975,047(1)3,382,786 2,622,667(1)
----------------------------- -----------------------------
(1) Includes 487,601 shares of common stock which may be awarded pursuant to the BOKF Directors Stock Compensation Plan.
(2) As of December 31, 2004.
(1) Includes 493,682 shares of common stock which may be awarded pursuant to the
BOKF Directors Stock Compensation Plan.
(2) As of December 31, 2003.
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information set forth under the caption "Certain Transactions" in BOK
Financial's 20042005 Annual Proxy Statement is incorporated herein by reference.
The information set forth under Note 5 and Note 1014 of "Notes to Consolidated Financial
Statements" of the 20032004 Annual Report is incorporated herein by reference.
ITEM 14 - PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information set forth under the caption "Principal Accountant Fees and
Services" in BOK Financial's 20042005 Annual Proxy Statement is incorporated herein
by reference.
1011
PART IV
ITEM 15 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) (1) Financial Statements
The following financial statements and reports are incorporated by
reference from the 20032004 Annual Report:
Exhibit 13
20032004 Annual Report
Description Page Number
Consolidated Selected Financial Data 1013
Selected Quarterly Financial Data 1923
Report of Management on Financial Statements 38and Management's
Report on Internal Control over Financial Reporting 44
Reports of Independent Auditors 39Registered Public Accounting Firm 45 - 46
Consolidated Statements of Earnings for the years ended
December 31, 2004, 2003 and 2002 and 2001 4047
Consolidated Balance Sheets as of December 31, 2004 and 2003 and 2002 4148
Consolidated Statements of Cash Flows for the years ended
December 31, 2004, 2003 and 2002 and 2001 4249
Consolidated Statements of Changes in Shareholders' Equity
for the years ended December 31, 2004, 2003 and 2002 and 2001 4350 - 4451
Notes to Consolidated Financial Statements 4552 - 7683
Annual Financial Summary - Unaudited 7784 - 7885
Quarterly Financial Summary - Unaudited 7986 - 8087
(a) (2) Financial Statement Schedules
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) 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.
12
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 11
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 and Compensation Agreements.
10.4(a) Employment Agreement between BOK Financial and Stanley A. Lybarger,
incorporated by reference to Exhibit 10.4(a) of Form 10-K for the
fiscal year ended December 31, 1991.
10.4(b) Amendment to 1991 Employment Agreement between BOK Financial and
Stanley A. Lybarger, incorporated by reference to Exhibit 10.4(b) of
Form 10-K for the fiscal year ended December 31, 2001.
10.4(c) Amended and Restated Deferred Compensation Agreement (Amended as of
September 1, 2003) between Stanley A. Lybarger and BOK Financial
Corporation, incorporated by reference to Exhibit 10.4 (c) of Form
10-Q for the quarter ended September 30, 2003.
10.4 (d) 409A Deferred Compensation Agreement between Stanley A. Lybarger
and BOK Financial Corporation dated December 31, 2004, incorporated by
reference to Exhibit 10.4 (d) of Form 8-K filed on January 5, 2005.
10.4 (e) Guaranty by George B. Kaiser in favor of Stanley A. Lybarger dated
March 7, 2005, filed herewith.
10.4.1(a) Employee Agreement between BOK Financial and V. Burns Hargis,
incorporated by reference to Exhibit 10.4.1(a) of Form 10-K for the
fiscal year ended December 31, 2002.
10.4.1(b) Amendment to Employee Agreement between BOK Financial and V.
Burns Hargis, incorporated by reference to Exhibit 10.4.1(b) of Form
10-K for the fiscal year ended December 31, 2002.
10.4.2 Amended and Restated Deferred Compensation Agreement (Amended as of
December 1, 2003) between Steven G. Bradshaw and BOK Financial
Corporation, incorporated by reference to Exhibit 10.4.2 of Form 10-K
for the fiscal year ended December 31, 2003.
10.4.2 (a) 409A Deferred Compensation Agreement between Steven G. Bradshaw
and BOK Financial Corporation dated December 31, 2004, incorporated by
reference to Exhibit 10.4.2 (a) of Form 8-K filed on January 5, 2005.
10.4.2 (b) Employment Agreement between BOK Financial and Steven G.
Bradshaw dated September 29, 2003, filed herewith.
10.4.3 Amended and Restated Deferred Compensation Agreement (Amended as of
December 1, 2003) between William Jeffrey Pickryl and BOK Financial
Corporation, incorporated by reference to Exhibit 10.4.3 of Form 10-K
for the fiscal year ended December 31, 2003.
10.4.3 (a) 409A Deferred Compensation Agreement between William Jeffrey
Pickryl and BOK Financial Corporation dated December 31, 2004,
incorporated by reference to Exhibit 10.4.3 (a) of Form 8-K filed on
January 5, 2005.
10.4.3 (b) Employment Agreement between BOK Financial and W. Jeffrey
Pickryl dated September 29, 2003, filed herewith.
10.4.3 (c) Amendment to Employment Agreement between BOK Financial and W.
Jeffrey Pickryl dated August 30, 2004, filed herewith.
13
10.4.4 Amended and Restated Employment Agreement (Amended as of June 14,
2002) among First National Bank of Park Cities, BOK Financial
Corporation and C. Fred Ball, Jr., incorporated by reference to
Exhibit 10.4.4 of Form 10-K for the fiscal year ended December 31,
2003.
10.4.5 409A Deferred Compensation Agreement between Daniel H. Ellinor and
BOK Financial Corporation dated December 31, 2004, incorporated by
reference to Exhibit 10.4.5 of Form 8-K filed on January 5, 2005.
10.4.5 (a) Employment Agreement between BOK Financial and Dan H. Ellinor
dated August 29, 2003, filed herewith.
10.4.5 (b) Deferred Compensation Agreement dated November 28, 2003 between
Daniel H. Ellinor and BOK Financial Corporation, filed herewith.
10.4.6 409A Deferred Compensation Agreement between Mark W. Funke and BOK
Financial Corporation dated December 31, 2004, incorporated by
reference to Exhibit 10.4.6 of Form 8-K filed on January 5, 2005.
10.4.6 (a) Amended and Restated Deferred Compensation Agreement (Amended as
of December 1, 2003) between Mark W. Funke and BOK Financial
Corporation, filed herewith.
10.4.7 409A Deferred Compensation Agreement between Steven E. Nell and BOK
Financial Corporation dated December 31, 2004, incorporated by
reference to Exhibit 10.4.7 of Form 8-K filed on January 5, 2005.
10.4.7 (a) Amended and Restated Deferred Compensation Agreement (Amended as
of December 1, 2003) between Steven E. Nell and BOK Financial
Corporation, filed herewith.
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
12
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.
10.7.3 BOK Financial Corporation 1994 Stock Option Plan, incorporated by
reference to Exhibit 4.0 of S-8 Registration Statement No. 33-79834. 14
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 2001 Stock Option Plan, incorporated by
reference to Exhibit 4.0 of S-8 Registration Statement No. 333-62578.
10.7.8 BOK Financial Corporation Directors' Stock Compensation Plan,
incorporated by reference to Exhibit 4.0 of S-8 Registration Statement
No. 33-79836.
10.7.9 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.
10.7.10 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.
10.7.11 BOK Financial Corporation 2003 Stock Option Plan, incorporated by
reference to Exhibit 4.0 of S-8 Registration Statement No. 333-106531.
10.7.12 BOK Financial Corporation 2003 Executive Incentive Plan,
incorporated by reference to Exhibit 4.0 of S-8 Registration Statement
No. 333-106530.
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.
10.10Asset 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.
10.11Asset 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.
10.12Asset 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.
10.13Purchase 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.
13
10.14Merger 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. 15
10.15Merger 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.
10.16Partnership 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.
10.17Purchase 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.
10.18Merger 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.
10.19Stock 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.
10.20Merger 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.
10.21Stock 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.
10.22Agreement 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.
10.23Agreement 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.
10.24Purchase and Assumption Agreement between Bank of America National
Trust and Savings Association and BOK Financial Corporation dated July
27, 1998.
10.25Merger 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.
14
10.26Merger Agreement among BOK Financial Corporation, BOKF Merger
Corporation Number Nine, and Chaparral Bancshares, Inc. dated February
19, 1999.
10.27Merger Agreement among BOK Financial Corporation, Park Cities
Bancshares, Inc., Mid-Cities Bancshares, Inc. and Mid-Cities National
Bank dated February 24, 1999. 16
10.28Merger 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.
10.29Merger Agreement among BOK Financial Corporation, Park Cities
Bancshares, Inc. and CNBT Bancshares, Inc. dated August 18, 2000,
incorporated by reference to Exhibit 10.29 of Form 10-K for the fiscal
year ended December 31, 2000.
10.30Merger Agreement among BOK Financial Corporation, Bank of Tanglewood,
N.A. and TW Interim Bank dated October 25, 2002, incorporated by
reference to Exhibit 2.0 of S-4 Registration Statement No. 333-98685.
10.31Remote Outsourcing Services Agreement between Bank of Oklahoma, N.A.
and Alltel Information Services, Inc., dated September 1, 2002,
incorporated by reference to Exhibit 10.30 of the September 30, 2002
10-Q filed on November 13, 2002.
10.32Merger Agreement among BOK Financial Corporation, BOKF Merger
Corporation Number Eleven, Colorado Funding Company, Colorado State
Bank and Trust and Certain Shareholders of Colorado Funding Company
dated July 8, 2003, incorporated by reference to Exhibit 10.32 of Form
10-K for the fiscal year ended December 31, 2003.
10.33Merger Agreement between BOK Financial Corporation, BOKF Merger
Corporation Number Eight, Valley Commerce Bank, and Valley Commerce
Bancorp, Ltd. dated December 20, 2004, incorporated by reference to
Exhibit 10.1 of the Form 8-K filed herewith.on December 22, 2004.
13.0 Annual Report to Shareholders for the fiscal year ended December 31,
2003.2004. 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.Financial, filed herewith.
23.0 Consent of independent auditorsregistered public accounting firm - Ernst &
Young LLP.LLP, filed herewith.
31.1 Certification of Chief Executive Officer Pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002, filed herewith.
31.2 Certification of Chief Financial Officer Pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002, filed herewith.
32 Certification of Chief Executive Officer and Chief Financial Officer
Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, filed herewith.
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.
1517
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
On October 16, 2003, a report on Form 8-K was filed reporting under
Item 5 the announcement that BOK Financial Corporation issued a press
release on October 15, 2003 announcing its financial results for the
third quarter ended September 30, 2003.
(c) Exhibits
See Item 15 (a) (3) above.
(d)(c) Financial Statement Schedules
See Item 15 (a) (2) above.
1618
SIGNATURES
Pursuant to the requirements of Section 13 or 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 12, 200416, 2005 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 12, 2004,16, 2005, 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/ C. F.C.F. Ball, Jr. /s/ Robert J. LaFortuneJudith Z. Kishner
- ---------------------------------------- ----------------------------------- -------------------------------------
C. Fred Ball, Jr. Robert J. LaFortuneJudith Z. Kishner
/s/ David L. Kyle
- ---------------------------------------- -----------------------------------
Sharon J. Bell /s/ Philip C. Lauinger, Jr.
- ----------------------------------- -------------------------------------
Sharon J. Bell Philip C. Lauinger, Jr.David L. Kyle
/s/ Joseph E. Cappy
/s/ John C. Lopez
- ---------------------------------------- ----------------------------------- -------------------------------------
Joseph E. Cappy John C. LopezRobert J. LaFortune
/s/ Luke R. Corbett /s/ Steven J. Malcolm
- ---------------------------------------- ----------------------------------- -------------------------------------
Luke R. Corbett Steven J. Malcolm
/s/ William E. Durrett
/s/ Paula Marshall-Chapman
- ---------------------------------------- ----------------------------------- -------------------------------------
William E. Durrett Paula Marshall-Chapman
/s/ James O. Goodwin
- ----------------------------------- -------------------------------------
James O. Goodwin Frank A. McPherson
/s/ Robert G. Greer
/s/ Steven E. Moore
- ---------------------------------------- ----------------------------------- -------------------------------------
Robert G. Greer Steven E. Moore
/s/ David F. Griffin /s/ Robert L. ParkerJames A. Robinson
- ---------------------------------------- ----------------------------------- -------------------------------------
David F. Griffin Robert L. Parker, Sr.James A. Robinson
/s/ V. Burns Hargis
/s/ James A. Robinson
- ---------------------------------------- ----------------------------------- -------------------------------------
V. Burns Hargis James A. Robinson
/s/ E. Carey Joullian /s/ L. Francis Rooney, III
- ----------------------------------- -----------------------------------------------------------------------------
E. Carey Joullian, IV
L. Francis Rooney, III
/s/ David L. Kyle /s/ Scott F. Zarrow
- ----------------------------------- -------------------------------------
David L. Kyle Scott F. Zarrow