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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
BANCFIRST CORPORATION
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(Name of Registrant as Specified In Its Charter)
BANCFIRST CORPORATION
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
Notes:
BancFirst Corporation
101 North Broadway
Oklahoma City, Oklahoma 73102
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held May 24, 2001
To the Stockholders of BancFirst Corporation:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of BancFirst
Corporation (the "Company") will be held at the BancFirst Corporation
headquarters, Second Floor, 101 N. Broadway (the corner of Main Street and
Broadway), Oklahoma City, Oklahoma, on May 24, 2001 at 9:00 a.m. for the
following purposes:
1. To elect eight directors to serve until their successors are elected and
have qualified;
2. To consider an amendment to the BancFirst Corporation Stock Option Plan
(the "Plan") to (i) increase the aggregate number of shares of the
Company's Common Stock which may be issued upon the exercise of options
granted under the Plan from 850,000 to 1,100,000; and (ii) extend the term
of the Plan for ten years to December 31, 2011.
3. To transact such other business as may properly come before the meeting or
any adjournments or postponements thereof.
The Board of Directors of the Company has fixed the close of business on
April 16, 2001 as the record date for the determination of stockholders entitled
to notice of and to vote at the Annual Meeting. Your vote is important
regardless of the number of shares you own. Each stockholder, even though he or
she now plans to attend the Annual Meeting, is requested to sign, date and
return the enclosed Proxy without delay in the enclosed postage-paid envelope.
You may revoke your Proxy at any time prior to its exercise. Any stockholder
present at the Annual Meeting or at any adjournments or postponements thereof
may revoke his or her Proxy and vote personally on each matter brought before
the Annual Meeting.
By Order of the Board of Directors
Joe T. Shockley, Jr., Executive Vice
President, CFO and Secretary
Oklahoma City, Oklahoma
April 30, 2001
PLEASE DATE AND SIGN THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE ENCLOSED
POSTAGE-PAID RETURN ENVELOPE.
(THIS PAGE INTENTIONALLY BLANK)
BancFirst Corporation
101 North Broadway
Oklahoma City, Oklahoma 73102
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 24, 2001
This Proxy Statement is being furnished to the stockholders of BancFirst
Corporation (the "Company") in connection with the solicitation of proxies by
the Board of Directors of such corporation for use at its Annual Meeting of
Stockholders to be held May 24, 2001, and any and all adjournments thereof, for
the purposes set forth in the accompanying Notice of Annual Meeting dated April
30, 2001. This Proxy Statement and the accompanying form of proxy are first
being mailed to stockholders of the Company on or about April 30, 2001. THE
SOLICITATION OF THE ACCOMPANYING PROXY IS MADE BY AND ON BEHALF OF THE BOARD OF
DIRECTORS.
The cost of soliciting proxies will be borne by the Company, including
expenses in connection with the preparation, printing and mailing of this Proxy
Statement and all proxy soliciting material which now accompany or may hereafter
supplement it. The solicitation will be made by mail; however, proxies also may
be solicited by personal interview, telephone and telegram by directors,
officers or employees of the Company. The Company will also supply brokers or
persons holding stock in their names or in the names of their nominees with the
number of proxies, proxy material and annual reports as they may require for
mailing to beneficial owners, and will reimburse them for their reasonable
expenses in connection therewith.
The date of this Proxy Statement is April 30, 2001.
VOTING AND REVOCABILITY OF PROXIES
The close of business on April 16, 2001 has been fixed as the record date
for the determination of stockholders entitled to notice of, and to vote at, the
meeting or any adjournment thereof. On the record date, there were outstanding
and entitled to vote 8,322,169 shares of the Company's common stock, par value
$1.00 per share (the "Common Stock"). Each share of Common Stock is entitled to
one vote. There is no cumulative voting with respect to the election of
directors.
Under the provisions of the Oklahoma General Corporation Act and the
Company's Bylaws, a majority of the shares of outstanding Common Stock, present
in person or represented by proxy, shall constitute a quorum for purposes of the
Annual Meeting. Except as may be specifically required by the Oklahoma General
Corporation Act, the Company's Certificate of Incorporation or its Bylaws, and
other than the election of directors, the affirmative vote of the majority of
the shares of Common Stock present in person or represented by proxy at the
Annual Meeting and entitled to vote on the subject matter (a "Majority Vote")
shall be the act of the stockholders. For purposes of determining whether a
proposal has received a Majority Vote, abstentions will be included in the vote
total, with the result that an abstention will have the same effect as a
negative vote. For purposes of determining whether a proposal has received a
Majority Vote, in instances where brokers are prohibited from exercising
discretionary authority for beneficial holders of Common Stock who have not
returned a proxy (so-called "broker non-votes"), those shares will not be
included in the vote totals and, therefore, will have no effect on the outcome
of the vote.
Common shares represented by properly executed proxies, unless previously
revoked, will be voted at the Annual Meeting of Stockholders in accordance with
the instructions thereon. If no direction is indicated, such shares will be
voted for approval of the matters submitted, and, in connection with any other
business that properly may come before such special meeting, such shares shall
be voted according to the discretion of the persons named as proxies.
Any holder of the Common Stock of the Company who executes a proxy has the
continuing right to revoke the proxy at any time before it has been voted. Such
right may be exercised (i) by delivering written notice of revocation, bearing a
later date than the proxy card, to the corporate secretary of the Company; (ii)
by delivering to such corporate secretary a duly executed proxy bearing a later
date; or (iii) by attending the Annual Meeting and voting in person. Any holder
of the Common Stock of the Company may appear and vote at the Annual Meeting,
irrespective of whether he has previously given a proxy.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Certain Beneficial Owners
Unless otherwise indicated, the following table sets forth information as
of April 16, 2001 with respect to any person who is known by the Company to be
the beneficial owner of more than 5% of the Company's Common Stock which is the
Company's only class of voting securities.
Amount of
Name and Address of Beneficial Percent
Beneficial Owner Ownership of Class
---------------- --------- --------
David E. Rainbolt
P.O. Box 26788
Oklahoma City, OK 73126 3,160,244(1) 37.97%
BancFirst Corporation Employee Stock
Ownership and Thrift Plan (the "ESOP")
P.O. Box 26883
Oklahoma City, OK 73126-0883 554,011(2) 6.65%
Investors Trust Company
P.O. Box 400
Duncan, OK 73534 666,921(3) 8.01%
______________________________
(1) Shares shown as beneficially owned by David E. Rainbolt include 3,117,820
shares held by R. Banking Limited Partnership, a family partnership of
which Mr. Rainbolt is the general partner, and 11,127 shares held by the
ESOP and allocated to the account of Mr. Rainbolt.
(2) All of the shares owned by the ESOP are allocated to the accounts of
participants, who direct the ESOP trustee as to the voting of such shares.
(3) Investors Trust Company, an Oklahoma-chartered trust company, acts as
trustee or co-trustee of various trusts which, in the aggregate, own
666,921 shares. T. H. McCasland, Jr. and John C. Hugon, directors of the
Company, are stockholders of Investors Trust Company and serve on its Board
of Directors. Any voting or disposition of the Company's Common Stock by
Investors Trust Company is determined by its board of directors. No
attribution of beneficial ownership of shares included as beneficially
owned by Investors Trust Company has been made separately to its board
members or owners, all of whom disclaim beneficial ownership of shares in
such capacities.
Because of his position with the Company and his equity ownership therein,
Mr. Rainbolt may be deemed to be a "parent" of the Company for purposes of the
Securities Act of 1933 (the "Act").
2
Management
As of April 16, 2001, the directors and executive officers of the Company
as a group (29 persons, including David E. Rainbolt and certain executive
officers of the Company's wholly-owned subsidiary, BancFirst ("BancFirst" or the
"Bank")), beneficially owned 4,277,847 shares of the Company's Common Stock
(approximately 51.40%), excluding 65,625 shares represented by presently
exercisable options. It is the intent of the directors and executive officers to
vote these shares for the nominees to the Board of Directors, as set forth
elsewhere in this Proxy Statement.
The following table sets forth the number of shares of Common Stock owned
by (i) each director of the Company, (ii) each nominee for director, (iii) the
executive officers listed in the Summary Compensation Table (each of whom is
also a director) and (iv) all directors and executive officers of the Company as
a group, together with the percentage of outstanding Common Stock owned by each.
Percent
Amount of of
Beneficial Ownership Class
-------------------- -----
Marion C. Bauman...................................... 1,250(1) 0.02%
Dennis L. Brand....................................... 5,160(2) 0.06%
C. L. Craig, Jr....................................... 237,257(3) 2.85%
William H. Crawford................................... 266,681(4) 3.20%
Jim Daniel............................................ 532(5) *
K. Gordon Greer....................................... 22,153(6) 0.27%
Robert A. Gregory..................................... 20,014(7) 0.24%
John C. Hugon......................................... 47,567(8) 0.57%
J. R. Hutchens, Jr.................................... 61,250(9) 0.74%
William O. Johnstone.................................. 3,250(10) 0.04%
J. Ralph McCalmont.................................... 121,529(11) 1.46%
T. H. McCasland, Jr................................... 153,790 1.85%
Melvin Moran.......................................... 91,474(12) 1.10%
Paul B. Odom, Jr...................................... 1,250(13) 0.02%
David E. Ragland...................................... 4,194(14) 0.05%
David E. Rainbolt..................................... 3,160,244(15) 37.97%
H. E. Rainbolt........................................ 27,672(16) 0.33%
Joe T. Shockley, Jr................................... 11,597(17) 0.14%
All directors and executive officers as a group
(29 persons).......................................... 4,343,472 51.78%
------------------
* Less than .01%.
(1) Shares are subject to exercisable options.
(2) Includes 2,160 shares held by the ESOP and 2,500 shares subject to
exercisable options.
3
(3) Includes 234,324 shares deemed to be beneficially owned by Mr. Craig
as a co-trustee of The Cleo L. Craig Trust (38,465 Shares) and The
Cleo L. Craig Grandchildren's Trust (195,859 Shares), and 1,250 shares
are subject to exercisable options.
(4) Shares are deemed to be beneficially owned by Mr. Crawford as managing
partner of Crawford Family Investments Limited Partnership.
(5) Includes 232 shares held by the ESOP.
(6) Includes 733 shares held by the ESOP and 20,000 shares subject to
exercisable options.
(7) Includes 4,873 shares held by the ESOP and 15,000 shares subject to
exercisable options.
(8) Includes 1,250 shares subject to exercisable options.
(9) Shares are held jointly with Mr. Hutchens' wife.
(10) Includes 1,250 shares subject to exercisable options.
(11) Includes 18,261 shares held by the ESOP and 1,250 shares subject to
exercisable options.
(12) Includes 45,000 shares held directly by Mr. Moran's wife and 1,250
shares subject to exercisable options.
(13) Shares are subject to exercisable options.
(14) Includes 593 shares held as custodian for Alyssa Nicol Ragland and 593
shares held as custodian for Jeremy David Ragland, under the Oklahoma
Uniform Gifts to Minors Act.
(15) Includes 3,117,820 shares held by R. Banking Limited Partnership, a
family partnership of which Mr. Rainbolt is the general partner, and
11,127 shares held by the ESOP.
(16) Shares are held by the ESOP.
(17) Includes 897 shares held by the ESOP and 7,500 shares subject to
exercisable options.
ELECTION OF DIRECTORS
(PROPOSAL NO. 1)
Pursuant to provisions of the Company's Certificate of Incorporation and
Bylaws, the number of directors shall not be less than three nor more than 25;
currently, the Board of Directors consists of 18 directors. The Company's
Certificate of Incorporation and Bylaws provide for three classes of directors
serving staggered three-year terms, with each class to be as nearly equal in
number as possible. The Board of Directors has nominated Dennis L. Brand and
David E. Ragland for election as Class I directors, with terms expiring at the
Annual Meeting of Stockholders to be held in 2002, or until their successors are
elected and qualified. The Board of Directors has also nominated Marion C.
Bauman, William H. Crawford, K. Gordon Greer, William O. Johnstone, Melvin
Moran, and David E. Rainbolt, for election as Class III directors, with terms
expiring at the Annual Meeting of Stockholders to be held in 2004, or until
their successors are elected and qualified. All of the nominees, with the
exception of Mr. Brand, Mr. Ragland and Mr. Crawford, are incumbents whose
current terms commenced upon their election by the stockholders of the Company
on June 15, 1998. Mr. Crawford was elected to the Board of Directors in October
2000 as a result of the merger of First Southwest Corporation (of which he was
then a director) with and into the Company. Mr. Ragland was elected to the
Board of Directors in May 2000. Mr. Brand was elected to the Board of Directors
in October 2000. Proxies cannot be voted for a greater number of persons than
the number of nominees named. Other directors who are remaining on the Board
will continue in office in accordance with their previous elections until the
expiration of their terms at the 2002 or 2003 annual meeting, as the case may
be.
The Board of Directors recommends a vote "FOR" the nominees for election to
the Board of Directors for the terms so specified.
Subject to a quorum, the affirmative vote of a plurality of the shares
present in person or represented by proxy at the Annual Meeting and entitled to
vote is required for the election of directors. Abstentions and broker non-
votes have no effect on determination of plurality except to the extent that
they affect the total votes received by any particular candidate.
It is the intention of the persons named in the enclosed form of proxy to
vote such proxy for the election of the nominees. The Board of Directors
expects that the nominees will be available for election but, in the event that
any nominees are not so available, proxies received will be voted for substitute
nominees to be designated by the Board of Directors or, in the event no such
designation is made by the Board, proxies will be voted for a lesser number of
nominees.
4
The information below and the section entitled "Security Ownership of
Certain Beneficial Owners and Management" provide certain information about each
nominee based on data submitted by such persons, including the principal
occupation of such person for at least the last five years and any public
company directorships held by such person:
Year First
Elected
Name (Age) Business Experience During Past 5 Years and Other Information Director
--------- ------------------------------------------------------------- --------
Nominees for Class I Directors to Serve for a One-Year Term Expiring in 2002
Dennis L. Brand, 53 Mr. Brand has been Executive Vice President, Community Banking, and a 2000
Member of the Executive Committee since 1999. Prior to that time, he
was Regional Executive and President of BancFirst Shawnee beginning
in 1992.
David E. Ragland, 58 Mr. Ragland has been President and Chief Executive Officer of Duncan 2000
Equipment Company, an industrial supply and equipment company, since
1967, and has been a director of that company since 1981. He was
also a director of AmQuest Financial Corp from 1985 to 1998.
Nominees for Class III Directors to Serve for a Three-Year Term Expiring in 2004
Marion C. Bauman, 58 Mr. Bauman has engaged in the practice of law since 1977 and since 1998
1998 has been a partner of Craig & Bauman, a law firm located in
Norman, Oklahoma which specializes in banking and tax matters. From
time to time Mr. Bauman and/or the law firms with which he has been
affiliated have performed legal services for the Company.
William H. Crawford, 63 Mr. Crawford was Chairman and Chief Executive Officer of First 2000
Southwest Corporation from 1970 to 2000, when it was merged into with
and into the Company. He has also been a director of First of
Grandfield Corporation since 1992. Mr. Crawford was Vice Chairman of
BankSouth Corporation From 1975 to 1998 and Vice Chairman of FCB
Financial Corporation from 1984 to 1997.
K. Gordon Greer, 64 Mr. Greer has been a director and Vice Chairman of the Company since 1997
May 1997, and a director and Vice Chairman of the Bank since December
1996. He was Chairman and Chief Executive Officer of Bank IV, N.A.
of Wichita, Kansas from 1989 to 1996. He was also Chairman of First
National Bank of Tulsa, Oklahoma from 1984 to 1989, and President of
Liberty National Bank & Trust Company of Oklahoma City from 1976 to
1984. Mr. Greer currently is Chairman of the Executive Committee of
the Board of Directors.
William O. Johnstone, 53 Mr. Johnstone is the Chief Executive Officer of Council Oak Partners, LLC, 1996
the Company's Merchant banking subsidiary. He has been a director and Vice
Chairman of the Company since May 1996 and has been a director and Vice
Chairman of the Bank since March 1996. From 1985 until March 1996,
Mr. Johnstone served as President and Chairman of the Board of Directors
of City Bankshares, Inc. and its subsidiary, City Bank, Oklahoma City,
Oklahoma. From 1996 to 2001, he has served as Chairman and Chief
Executive Officer of C-Teq, Inc., a privately-held corporation which
provided data processing services to financial institutions.
5
Year First
Elected
Name (Age) Business Experience During Past 5 Years and Other Information Director
--------- ------------------------------------------------------------- --------
Melvin Moran, 70 Mr. Moran has been a director of the Company since August 1984. He 1984
has been involved in the oil and gas industry for over 40 years and,
since 1982, has been managing partner of Moran-K Oil. Since 1980 he
has also been a managing partner of Moran Oil Enterprises. Both
Moran-K Oil and Moran Oil Enterprises are privately-held oil and gas
production companies.
David E. Rainbolt, 45 Mr. Rainbolt has been a director of the Company since July 1984. He 1984
has been President and Chief Executive Officer of the Company since
January 1992 and was Executive Vice President and Chief Financial
Officer of the Company from July 1984 to December 1991. Since
January 1997, Mr. Rainbolt has served as a director of ZymeTx Corp.,
a publicly-held biotechnology company.
Continuing Class II Directors-Terms Expiring in 2003
Jim Daniel, 61 Mr. Daniel has been in the banking industry since 1964, having served 1998
in various executive offices at Friendly Bank, Oklahoma City,
Oklahoma from 1964 to 1972, and as its President and Chief Executive
Officer from 1972 to 1994. From 1994 to 1997, he was President,
Chief Executive Officer and Chairman of the Board of Directors of
Bank One Oklahoma Corporation. Mr. Daniel has been Vice Chairman of
the Bank's Board of Directors since November 1997. Mr. Daniel is
Chairman of Integris Health, Inc., a not-for-profit corporation which
owns and operates 15 hospitals and numerous other healthcare
facilities in Oklahoma.
Robert A. Gregory, 65 Mr. Gregory has been a director and Vice Chairman of the Company, and 1995
Chief Credit Officer of the Bank, since July 1995. He was a Regional
Executive of the Bank and also President of BancFirst Oklahoma City
from 1989 to June 1995. He was Executive Vice President of Liberty
National Bank & Trust Company of Oklahoma City from 1979 to March
1989.
J. R. Hutchens, Jr., 73 Mr. Hutchens has been a director of the Company since August 1984. 1984
From 1948 to 1995, he was President of Hutchens Oil Company, a
privately-owned oil and gas company. Since 1995, Mr. Hutchens has
owned and operated Watts Oil Co., a wholesale oil distributor.
T. H. McCasland, Jr., 67 Since 1982, Mr. McCasland has served in various executive offices of 1998
Mack Energy Co., a privately-held oil and gas exploration company; he
currently serves such company as Chief Executive Officer. Until
October 1998, Mr. McCasland was a director of AmQuest Financial
Corp., at which time AmQuest was merged with and into the Company.
Mr. McCasland presently serves as President and Chairman of the Board
of Investors Trust Company.
6
Year First
Elected
Name (Age) Business Experience During Past 5 Years and Other Information Director
--------- ------------------------------------------------------------- --------
Paul B. Odom, Jr., 72 Since 1950, Mr. Odom has been involved in commercial and residential 1998
land development and property management through P. B. Odom
Enterprises, Inc. He has served on the Board of Directors of
Stockyards Bank, Friendly Bank and Central Bank, all located in
Oklahoma City, Oklahoma, as well as Bank One of Oklahoma City and its
holding company, Bank One Oklahoma Corporation.
H. E. Rainbolt, 72 Mr. Rainbolt has been Chairman of the Board of Directors of the 1984
Company since July 1984 and was its President and Chief Executive
Officer from July 1984 to December 1991. Since January 1996, Mr.
Rainbolt has served as a director of Sonic Corp., a publicly-held
franchiser of fast-food restaurants. H. E. Rainbolt is the father of
David E. Rainbolt. Since 1997, Mr. Rainbolt has been a partner of
Intersouth Partners IV, a privately-owned venture capital fund.
Continuing Class I Directors-Terms Expiring in 2002
C. L. Craig, Jr., 56 Mr. Craig served as Chairman of the Board of Directors of Lawton 1998
Security Bancshares, Inc. from 1983 until May 1998, when Lawton
Security Bancshares, Inc. was merged with and into the Company, and
has been a director of the Company since June 1998.
John C. Hugon, 46 Mr. Hugon has been in the banking industry since 1979. From 1986 to 1998
1998, he was a director of AmQuest Financial Corp., a multi-bank
holding company headquartered in Duncan, Oklahoma; he served as
President of AmQuest from 1986 to 1991. Since 1991, Mr. Hugon has
also served as President and a director of Parkview Management Co.,
L.L.C., a privately-owned real estate management and investment
company and, since 1985, he has served as a director of Investors
Trust Company, an Oklahoma-chartered trust company.
J. Ralph McCalmont, 65 Mr. McCalmont has been a director of the Company since 1984 and was 1984
Vice Chairman from 1984 to 2000. He was Chairman of The First
National Bank, Guthrie, Oklahoma from February 1974 to April 1989.
Joe T. Shockley, Jr., 49 Mr. Shockley has been a director of the Company since May 1996 and 1996
has been a director of the Bank and Executive Vice President and
Chief Financial Officer of the Company since March 1996. From 1991
until 1996, Mr. Shockley served as Chief Financial Officer and
President, Tulsa Region, of Boatmen's First National Bank of Oklahoma.
7
Executive Officers
The executive officers of the Company (including certain executive officers
of the Bank), other than those listed above as nominees for directors, are
listed in the table below. Each officer serves a term of office of one year or
until the election and qualification of his successor.
Officer
Name Age Since Position
---- --- ----- --------
E. Wayne Cardwell 60 1984 Regional Executive, BancFirst
Scott Copeland 36 1992 Senior Vice President and Chief
Information Officer, BancFirst, and
Member of the Administrative Committee
Roy C. Ferguson 54 1992 Regional Executive, BancFirst, and Member
of the Senior Credit Committee
Randy P. Foraker 45 1987 Senior Vice President and Controller,
Treasurer and Assistant Secretary
D. B. Green 55 1995 Regional Executive, BancFirst
D. Jay Hannah 45 1994 Executive Vice President of Financial
Services, BancFirst, and Member of the
Administrative Committee
Karen James 45 1984 Regional Executive, BancFirst
Dennis Murphy 47 1989 Senior Vice President, Internal Audit,
and Member of the Administrative
Committee
Robert M. Neville 45 1986 Senior Vice President, Investments
Dale E. Petersen 50 1984 Executive Vice President of Asset
Quality, BancFirst, and Member of the
Administrative Committee
J. Michael Rogers 57 1986 Senior Vice President, Human Resources
Board of Directors and Committees
The Board of Directors met 10 times during 2000. No director attended fewer
than 75% of all meetings of the Board of Directors and committees on which they
served.
The Board of Directors has standing an Audit Committee, an Executive
Committee and a Compensation Committee. The Bank's Board of Directors has
standing an Administrative Committee, which also reports to the Board of
Directors of the Company.
The Audit Committee of the Company also serves as the Audit Committee of
the Bank. The Audit Committee is responsible for conducting an annual
examination of the Company and for ensuring that adequate internal controls and
procedures are maintained. An independent auditor is engaged to conduct the
annual examination and the Audit Committee meets with the independent auditor to
discuss the scope and results of the examination. Additionally, the Internal
Auditor of the Bank reports to the Audit Committee. During 2000, the Audit
Committee was composed of Marion C. Bauman (Chairman), C. L. Craig, Jr., John C.
Hugon and Paul B. Odom, Jr., and met four times.
The Executive Committee has the authority to exercise all the powers of the
Board of Directors during the intervals between full Board meetings, except the
power to amend the Bylaws. Members of the Executive Committee in 2000 were
Dennis L. Brand, Jim Daniel, K. Gordon Greer (Chairman), Robert A. Gregory,
David E. Rainbolt and H. E. Rainbolt. The Executive Committee met 17 times
during 2000.
The Administrative Committee, which is a management committee of the Bank
comprised of certain of its executive officers (four of whom are also directors
of the Company), advises and assists the Board of Directors in all matters
concerning the management of the Company's business. During 2000, the members
of the Administrative
8
Committee were Dennis L. Brand, Scott Copeland, Jim Daniel, D. Jay Hannah,
Dennis Murphy, Dale E. Peterson, David E. Rainbolt (Chairman) and Joe T.
Shockley, Jr. The Administrative Committee met 12 times during 2000.
The Compensation Committee of the Company was established to review the
propriety of executive officer compensation with respect to executive officers
that are also members of the Executive Committee. During 2000, the Compensation
Committee was composed of J. R. Hutchens, Jr., William O. Johnstone, Melvin
Moran and H. E. Rainbolt (Chairman). The Compensation Committee met once during
2000 to review the compensation of the members of the Executive Committee,
although it operated on an informal basis throughout the year through
discussions and actions at regular Board meetings and through conversations with
management and the other directors.
The Board of Directors as a whole administers the BancFirst Corporation
Stock Option Plan (the "Stock Option Plan").
A report from the Compensation Committee and the Board of Directors is
presented under "Compensation of Directors and Executive Officers-Report of the
Compensation Committee and the Chief Executive Officer and the Chairman on
Executive Compensation."
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires directors and certain officers of the Company to file
reports with the Commission reflecting transactions by such persons in the
Company's Common Stock. During and with respect to 2000, to the knowledge of the
Company or based on information provided by such persons to the Company, all
officers, directors and beneficial owners of more than 10% of the Common Stock
of the Company subject to such filing requirements fully complied with such
requirements, except as set forth below.
A Form 3 "Initial Statement of Beneficial Ownership" for William H.
Crawford, a member of the Board of Directors, was filed late.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
Summary Compensation Table
The following table sets forth certain information with respect to annual
and other compensation paid or awarded to the Company's Chief Executive Officer
and its four most highly compensated executive officers (including certain
executive officers of the Bank) other than the Chief Executive Officer (each, a
"Named Executive Officer" and collectively, the "Named Executive Officers"), for
or with respect to the fiscal years ended December 31, 2000, 1999 and 1998.
9
Annual Long-Term
Compensation Compensation
----------------------- ------------
Securities
Fiscal Underlying All Other(1)
Name and Principal Position Year Salary Bonus Options Compensation
--------------------------- ---- -------- ------- ------- ------------
David E. Rainbolt 2000 $190,000 $38,000 -- $12,750
President and Chief Executive Officer 1999 180,000 36,000 -- 12,000
1998 175,000 35,000 -- 12,266
Dennis L. Brand 2000 175,000 32,000 -- 12,750
Executive Vice President, 1999 150,000 30,000 10,000 12,000
Community Banking 1998 122,000 24,400 -- 11,273
Jim Daniel 2000 220,000 44,000 -- 7,650
Vice Chairman 1999 205,000 30,750 -- 7,200
1998 200,000 30,000 -- --
Robert A. Gregory 2000 191,000 38,200 -- 12,750
Vice Chairman 1999 185,000 37,000 -- 12,000
1998 150,000 30,000 -- 12,266
Joe T. Shockley, Jr. 2000 134,000 26,800 -- 12,750
Executive Vice President and 1999 128,750 25,750 -- 11,959
Chief Financial Officer 1998 125,000 25,000 15,000 12,266
_____________________
(1) Consists of contributions by the Company to the ESOP for the benefit of the
Named Executive Officer.
Option Grants
No stock options were granted during the year ended December 31, 2000 to
the Named Executive Officers.
Fiscal Year End Option Values
The following table sets forth certain information regarding outstanding
options granted under the Stock Option Plan and held by the Named Executive
Officers on December 31, 2000. For the purposes of this table, the "value" of
an option is the difference between the market value at December 31, 2000 of the
shares of Common Stock subject to the option and the aggregate exercise price of
such option.
During 2000, no outstanding options were repriced by the Company.
10
Number of Value of Unexercised
Unexercised Options at In-the-Money Options at
December 31, 2000 December 31, 2000 (2)
Option Value --------------------------- ---------------------------
Name Exercises Received (1) Exercisable Unexercisable Exercisable Unexercisable
---- --------- -------- ----------- ------------- ----------- -------------
David E. Rainbolt..................... -- $ -- -- -- $ -- $ --
Dennis L. Brand....................... -- -- 8,750 17,500 237,895 198,915
Jim Daniel............................ -- -- -- 30,000 204,390
Robert A. Gregory..................... -- -- 15,000 -- 362,820 --
Joe T. Shockley, Jr................... -- -- 3,750 26,250 71,018 305,872
--------------------------------------
(1) Value received is the difference between the fair market value at the
repurchase date and the aggregate exercise price of the repurchased option.
(2) Based on the December 29, 2000 closing price of the Company's Common Stock
of $39.688.
Compensation of Directors
Each member of the Board of Directors receives a fee of $500 per quarter.
Compensation Committee Interlocks and Insider Participation
During 2000, the Compensation Committee shared responsibility with the
Board of Directors for the development and implementation of the Company's
executive compensation policies. The Board of Directors delegated to the Chief
Executive Officer and the Chairman of the Board the responsibility for
determining the compensation of all executive officers other than the members of
the Executive Committee, the compensation for whom is determined by the
Compensation Committee. During 2000, the Executive Committee was composed of
Dennis L. Brand, Jim Daniel, K. Gordon Greer (Chairman), Robert A. Gregory,
David E. Rainbolt and H. E. Rainbolt, all of whom are directors and executive
officers of the Company. During such period, the Compensation Committee was
composed of J. R. Hutchens, Jr. and Melvin Moran, neither of whom are officers
or employees of the Company or its subsidiaries; H. E. Rainbolt, Chairman of the
Board of Directors of the Company; and William O. Johnstone, Vice Chairman.
The Company purchases supplies and services from certain companies owned by
Pickard Limited Partnership, a family partnership of which David E. Rainbolt is
the general partner, and H. E. Rainbolt is a limited partner. During 2000, the
Company's purchases of supplies, furniture and equipment from such entities
totaled approximately $130,000. The Company also sold credit life and credit
accident and health insurance policies for one of these companies. The Company
retained a 40% commission for such sales, which is the maximum amount permitted
by law, and remitted net premiums totaling approximately $852,000 for 2000.
11
Report of the Compensation Committee and the Chief Executive Officer and the
Chairman on Executive Compensation
The report of the Compensation Committee and the Chief Executive Officer
and the Chairman of the Board of Directors appearing below and the information
herein under "Company Performance" shall not be deemed "soliciting material" or
to be "filed" with the Commission or subject to the Commission's proxy rules,
except for the required disclosure herein, or to the liabilities of Section 18
of the Exchange Act, and such information shall not be deemed to be incorporated
by reference into any filing made by the Company under the Act or the Exchange
Act.
To our Stockholders:
The Compensation Committee has primary responsibility for determining the
compensation of those executive officers who are members of the Executive
Committee, which includes the Chief Executive Officer and the Chairman of the
Board. The Chief Executive Officer and the Chairman do not participate in
discussions about their compensation or in the determination by the Compensation
Committee of such compensation. During 2000 the Compensation Committee of the
Board of Directors was comprised of J. R. Hutchens, Jr., Melvin Moran, William
O. Johnstone and H. E. Rainbolt (Chairman). Messrs. Hutchens and Moran are
nonemployee directors of the Company. The compensation of all other executive
officers is determined by the Chief Executive Officer and the Chairman of the
Board, pursuant to authority delegated to them by the Board of Directors, and in
consultation with the budget committee for the relevant operational area,
together with appropriate supervisory personnel.
General Executive Compensation Policies
---------------------------------------
The executive compensation policy of the Company is to provide a
compensation program that will attract, motivate and retain the high-caliber
executives necessary to achieve the Company's business strategies, while at the
same time ensuring that an appropriate relationship exists between executive
compensation and the creation of stockholder values. Each of the Compensation
Committee and the Chief Executive Officer and the Chairman applies this
philosophy in determining the compensation of the respective executive officers
over whom such committee or officers have responsibility with respect to salary,
bonuses and stock options.
Each compensation element supports the Company's mission, values and
culture. The compensation principles that link the individual elements into an
integrated compensation strategy are as follows: (i) competitive compensation
within industry and peer companies; (ii) individual compensation correlated with
personal performance and stockholder value creation; and (iii) a compensation
structure that directly aligns the executives with the interests and concerns of
stockholders. Additionally, each executive officer's level of responsibility is
considered in setting executive compensation, meaning that the Company generally
pays greater compensation to persons having higher levels of responsibility.
The Company's executive officers are paid base salaries that the
Compensation Committee and the Chief Executive Officer and the Chairman have
determined to be fair for their assigned responsibilities in comparison with
similar positions in other public companies in the banking industry. The
Compensation Committee and the Chief Executive Officer and the Chairman
periodically use surveys to assist them in establishing the base salaries of the
executives over which such committee or officers have responsibility for setting
compensation. The Compensation Committee and the Chief Executive Officer and the
Chairman make these comparisons in an effort to determine whether the Company's
executive compensation is reasonable and remains competitive enough to allow the
Company to retain skilled executives. The Compensation Committee and the Chief
Executive Officer and the Chairman of the Board believe that the compensation
paid to the Company's executive officers is in the median range of compensation
of executive officers of companies to which these comparisons are made. In
addition to making such comparisons and considering levels of responsibility,
the Compensation Committee and the Chief Executive Officer and the Chairman
consider individual performance and the Company's performance in terms of stock
price, earnings and cash flow. However, the determination of base salaries is
not strictly tied to performance criteria, and, in determining base salary
levels, the Compensation Committee and the Chief Executive Officer and the
Chairman believe that they afford approximately equal weight to each of the
factors described herein.
The Company's executive officers, including the Chief Executive Officer,
participate in an Incentive Bonus Program. Bonus amounts earned are based on the
attainment of budgeted earnings and asset quality goals, and can
12
be in amounts of up to 20% of the executive officer's base salary, depending
upon an objective review of the degree of attainment of such goals, as well as
both an objective and subjective review of the respective executive officer's
contribution thereto. Individual goals in each case are established by the
Compensation Committee or the Chief Executive Officer and the Chairman, as
appropriate.
The Company's executive officers also are eligible to participate in the
BancFirst Corporation Stock Option Plan. Stock options provide executives the
opportunity to acquire an equity interest in the Company and to share in the
appreciation of the stock's value, thereby aligning their interests with those
of the stockholders. The Plan currently is administered by the Board of
Directors. In determining option grants, the Board does not take into account
the amount and value of options currently held, and the Company does not have a
target ownership level of equity holdings by its executives. During 2000, stock
options for 62,750 shares were granted to employees of the Company, at varying
exercise prices equal to the fair market value of the Common Stock on the date
of grant. No stock options were granted to any of the Named Executive Officers
in 2000.
Compensation of the Chief Executive Officer
-------------------------------------------
In general, the Chief Executive Officer's compensation is determined by the
Compensation Committee in the same manner as that of the other senior executives
who are members of the Executive Committee, as described above. The
Compensation Committee believes that the compensation paid to David E. Rainbolt,
the Company's President and Chief Executive Officer, is in the median range of
compensation of the chief executive officers of companies to which the
comparisons are made. For 2000, the base salary of the Chief Executive Officer
was set at $190,000, an increase of $10,000 over his 1999 base salary. Mr.
Rainbolt also received a bonus of $38,000 in 2000. In making decisions
regarding CEO compensation, the Compensation Committee took into account results
of operations of the Company, conditions in the banking industry as a whole and
Mr. Rainbolt's contributions to the Company.
The Internal Revenue Code limits the deductibility of certain compensation
expenses in excess of $1 million. This was not applicable to the Company for
the fiscal year ended December 31, 2000. However, the Compensation Committee
and the Board of Directors intend to monitor executive compensation levels and
adopt policies, as necessary, to obtain maximum deductibility of executive
compensation while providing motivational and competitive performance-based
compensation. The Compensation Committee and the Board of Directors will
continue to monitor the tax regulations to determine if any executive
compensation program changes are necessary.
This report is respectfully submitted by the members of the Compensation
Committee, as well as by its Chief Executive Officer and the Chairman of the
Board:
Compensation Committee: Chairman of the Board of Directors:
J. R. Hutchens, Jr. H. E. Rainbolt
William O. Johnstone
Melvin Moran Chief Executive Officer:
H. E. Rainbolt (Chairman) David E. Rainbolt
13
Company Performance
Presented below is a line graph which compares the percentage change in the
cumulative total return on the Company's Common Stock to the cumulative total
return of the Nasdaq Stock Market (U.S. Companies) Index and the Nasdaq Bank
Stock Index, both as compiled by the University of Chicago Center for Research
in Security Price ("CRSP"). The period presented is from April 1, 1993, the date
of the Company's initial public offering of its Common Stock, through December
31, 1999. The graph assumes an investment on April 1, 1993 of $100 in the
Company's Common Stock and in each index, and that any dividends were
reinvested. The values presented for each quarter during the period represent
the cumulative market values of the respective investments.
[COMPANY PERFORMANCE GRAPH APPEARS HERE]
NASDAQ NASDAQ
MONTH BFC BANKS MARKET
----- --- ----- ------
12/95 100 100 100
3/96 116.87195 103.93884 104.68264
6/96 115.60767 105.66742 113.20846
9/96 131.83014 116.92878 117.25564
12/96 146.71638 132.0351 123.03617
3/97 157.59189 141.94366 116.35569
6/97 180.60439 165.16318 137.67905
9/97 178.00731 194.78435 160.96176
12/97 181.48055 221.05928 150.69276
3/98 214.68021 233.68574 176.35991
6/98 251.27571 229.08056 181.22747
9/98 197.33212 193.3631 163.53285
12/98 194.07109 219.63691 212.50904
3/99 188.79754 210.74896 238.32696
6/99 183.55156 226.27548 260.7129
9/99 170.78202 205.93033 267.20355
12/99 184.15084 211.13759 394.92149
3/00 143.91647 190.71281 443.22547
6/00 171.26072 185.61087 385.34988
9/00 173.46144 220.90254 354.57239
12/00 216.17844 241.08062 237.61799
TRANSACTIONS WITH MANAGEMENT
BancFirst has made loans in the ordinary course of business to certain
directors and executive officers of the Company and to certain affiliates of
these directors and executive officers. None of these loans outstanding are
classified as nonaccrual, past due, restructured or potential problem loans. All
such loans were made on substantially the same terms, including interest rates
and collateral, as those prevailing at the time for comparable transactions with
other persons, and did not involve more than the normal risk of collectability
or present other unfavorable features.
Marion C. Bauman, a director of the Company, is a partner of Craig &
Bauman, a law firm located in Norman, Oklahoma which specializes in banking and
tax matters. From time to time Mr. Bauman and/or his firm has performed legal
services for the Company.
David E. Rainbolt is the general partner, and H. E. Rainbolt is a limited
partner of Pickard Limited Partnership, a family partnership, certain
subsidiaries of which subsidiaries sell equipment and supplies, and provide
services to the Company. See "Compensation Committee Interlocks and Insider
Participation" for a description of those transactions.
14
AMENDMENTS TO EXTEND THE TERM OF, AND INCREASE THE NUMBER OF SHARES OF
COMMON STOCK ISSUABLE UNDER,
THE BANCFIRST CORPORATION STOCK OPTION PLAN
(PROPOSAL NO. 2)
Subject to stockholder approval, the Board of Directors has amended the
BancFirst Corporation Stock Option Plan (the "Plan") to (i) increase the
aggregate number of shares of the Company's Common Stock which may be issued
upon the exercise of options ("Plan Options") granted under the Plan from
850,000 to 1,100,000; and (ii) extend the term of the Plan by ten years to
December 31, 2011.
The Board of Directors believes that the approval of the foregoing
amendments to the Plan is in the best interests of the Company and its
stockholders, as the availability of an adequate number of shares reserved for
issuance under the Plan and the ability to grant stock options is an important
factor in attracting, motivating and retaining qualified personnel essential to
the success of the Company. As of April 30, 2001, no shares of Common Stock were
available for future option grants under the Plan, which, absent amendment, will
expire on December 31, 2001.
Summary of the Provisions of the Plan
The essential features of the Plan are summarized below. This summary does
not purport to be a complete description of all the provisions of the Plan. Any
shareholder of the Company who wishes to obtain a copy of the actual Plan
document may do so upon written request to the Secretary at the Company's
principal executive offices.
The Plan, which is not subject to the provisions of the Employee Retirement
Income Security Act of 1974, provides for the grant of non-qualified stock
options. The Plan is administered by the Board of Directors of the Company,
certain members of which includes principal stockholders and employees of the
Company or its affiliates, and may also include participants in the Plan.
Pursuant to the Plan, the Board may delegate administration of the Plan to a
committee of the Board consisting of three or more members, at least a majority
of which must be "Non-Employee Directors" as such term is used in Rule 16b-3.
The maximum number of shares of Common Stock that which may be issued upon
the exercise of options granted pursuant to the Plan is proposed to be increased
from 850,000 to 1,100,000 (subject to adjustment in the event of stock
dividends, stock splits, reverse stock splits, combinations, reclassifications,
or like changes in the capital structure of the Company). All Plan Options must
be granted, if at all, no later than December 31, 2001.
Options may be granted only to employees (including officers) of the
Company or its subsidiaries. All Plan Options must have an exercise price equal
to the fair market value of the Common Stock on the date of grant. As defined in
the Plan, "fair market value" is stated to be equal to the closing price of the
Common Stock as reported on the Nasdaq Stock Market, Inc. ("Nasdaq") on the date
of grant or, if no closing price is so reported, the closing price of the Common
Stock as reported by Nasdaq on the most recent date next preceding the date of
grant. As of April 23, 2001, the closing price of the Common Stock, as reported
on the Nasdaq National Market System, was $38.82 per share.
The exercise price is payable on exercise of the Plan Option and is payable
in cash, certified check, bank draft or money order, unless otherwise determined
by the Board of Directors. Unless otherwise determined by the Board of Directors
at the time of granting an option, Plan Options vest 25% per year commencing on
the fourth year after grant, until the Plan Option is 100% vested. Except for
termination of employment as a result of retirement or death, if an optionee
ceases to be an employee of the Company for any reason, other than as a result
of embezzlement, theft or other violation of law, the optionee may exercise his
or her option (to the extent exercisable at the time of termination) at any time
within 30 days after termination. If an optionee ceases to be an employee of the
Company due to retirement, the optionee may exercise the option (to the extent
exercisable at the time of termination) at any time within three months after
such retirement. If an optionee ceases to be an employee of the Company due to
death, the optionee's estate, personal representative, or beneficiary shall have
the right to exercise the option (to the extent exercisable at the time of
death) at any time within 12 months from the date of the optionee's death.
15
During the lifetime of the optionee, an option may be exercised only by the
optionee. Unless otherwise provided by the Committee, no option may be
assignable except (i) by will, (ii) by the laws of descent and distribution,
(iii) for the purpose of making a charitable gift, or (iv) to a revocable trust
of which the optionee is a trustee.
Except as described above, Plan Options may not have a term in excess of 15
years.
The Board of Directors may terminate or amend the Plan at any time;
provided, however, that without the approval of the stockholders of the Company,
the Board may not amend the Plan to materially increase the total number of
shares of Common Stock covered thereby, materially increase the benefits
accruing to participants under the Plan, or materially modify the requirements
as to eligibility for participation in the Plan.
Summary of Federal Income Tax Consequences of the Plan
The federal tax consequences of stock options are complex and subject to
change. Furthermore, the following summary is intended only as a general guide
to the United States federal income tax consequences of options granted under
the Plan under current law, and does not attempt to describe all potential tax
consequences.
Non-qualified stock options have no special tax status. An optionee
generally recognizes no taxable income as the result of the grant of such an
option. Upon exercise of the option, the optionee normally recognizes ordinary
income with respect to the acquired shares in the amount of the difference
between the option price and the fair market value of the shares on the date of
exercise. Such ordinary income generally is subject to withholding of income and
employment taxes. Upon the sale of stock acquired by the exercise of a non-
qualified stock option, any gain or loss, based on the difference between the
sale price and the fair market value of the shares on the date of recognition of
income, will be taxed as long-term or short-term capital gain or loss, depending
upon the length of time the optionee has held the stock from the date of
recognition of income. No tax deduction is available to the Company with respect
to the grant of the option or the sale of stock acquired pursuant to such grant.
Provided certain withholding requirements are met, the Company should be
entitled to a deduction equal to the amount of ordinary income recognized by the
optionee as a result of the exercise of the option.
Stockholder Approval
The affirmative vote of a majority of the shares outstanding and eligible
to vote at the Annual Meeting is required for the adoption of the proposed
amendment.
The Board of Directors recommends a vote "FOR" the proposed amendments to
the BancFirst Corporation Stock Option Plan.
RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS
(PROPOSAL NO. 3)
Andersen, formerly Arthur Andersen LLP, has been the company's independent
accountants since 1998 and at the recommendation of the Audit Committee of the
Board has been selected by the Board of Directors as the Company's independent
accountants for the fiscal year ending December 31, 2001. Representatives of
Andersen are expected to attend the Annual Meeting and will have an opportunity
to make a statement or to respond to appropriate questions from stockholders.
The Audit Committee reviews audit and, if applicable, non-audit services
performed by Andersen, as well as the fees charged by Andersen for such
services. In its review of any non-audit service fees, the Audit Committee
considers, among other things, the possible effect of the performance of such
services on the auditor's independence. No non-audit services were performed by
Andersen during 2000. Additional information concerning the Audit Committee and
its activities with Andersen can be found in the following sections of this
proxy statement: "Board of Directors and Committees," "Report of the Audit
Committee," and Exhibit A.
16
Fees Paid to Andersen
The following table shows the fees paid or accrued by the Company for the
audit and other services provided by Andersen for fiscal year 2000.
Audit Fees $ 80,000
Financial Information Systems Design and Implementation Fees --
All Other Fees --
--------
Total $ 80,000
========
The Board of Directors recommends a vote "FOR" the ratification of the
selection of Andersen as independent accountants for the ensuing year.
REPORT OF THE AUDIT COMMITTEE
The Securities and Exchange Commission rules now require the Company to
include in its proxy statement a report from the Audit Committee of the Board.
The following report concerns the Audit Committee's activities regarding
oversight of the Company's financial reporting and auditing process.
The Audit Committee is comprised solely of independent directors, as
defined in the Marketplace Rules of The Nasdaq Stock Market, and it operates
under a written charter adopted by the Board of Directors, a copy of which is
attached to this proxy statement as Exhibit A. The composition of the Audit
Committee, the attributes of its members and the responsibilities of the
Committee, as reflected in its charter, are intended to be in accordance with
applicable requirements for corporate audit committees. The Committee reviews
and assesses the adequacy of its charter on an annual basis.
As described more fully in its charter, the purpose of the Audit Committee
is to assist the Board of Directors in its general oversight of the Company's
financial reporting, internal control and audit functions. Management is
responsible for the preparation, presentation and integrity of the Company's
financial statements, accounting and financial reporting principles, internal
controls and procedures designed to ensure compliance with accounting standards,
applicable laws and regulations. The Company's independent accountants are
responsible for expressing an opinion on the conformity of the Company's audited
financial statements to generally accepted accounting principles.
The Audit Committee members are not professional accountants or auditors,
and their functions are not intended to duplicate or to certify the activities
of management and the independent accountants, nor can the Audit Committee
certify that the independent accountants are "independent" under applicable
rules. The Audit Committee serves a board-level oversight role, in which it
provides advice, counsel and direction to management and the independent
accountants on the basis of the information it receives, discussions with
management and the auditors and the experience of the Committee's members in
business, financial and accounting matters.
Among other matters, the Audit Committee monitors the activities and
performance of the Company's internal and external auditors, including the audit
scope, external audit fees, auditor independence matters and the extent to which
the independent accountants may be retained to perform non-audit services. The
Audit Committee and the Board have ultimate authority and responsibility to
select, evaluate and, when appropriate, replace the Company's independent
accountants. The Audit Committee also reviews the results of the internal and
external audit work with regard to the adequacy and appropriateness of the
Company's financial, accounting and internal controls. Management's and
independent accountants' presentations to and discussions with the Audit
Committee also cover various topics and events that may have significant
financial impact or are the subject of discussions between management and the
independent auditor. In addition, the Audit Committee generally oversees the
Company's internal compliance programs.
The Audit Committee has reviewed and discussed the consolidated financial
statements with management and the independent accountants. Management
represented to the Committee that the Company's consolidated financial
statements were prepared in accordance with generally accepted accounting
principles, and the independent accountants represented that its presentations
to the Audit Committee included the matters required to be discussed
17
with the independent accountants by Statement on Auditing Standards No. 61, as
amended, "Communication with Audit Committees."
The Company's independent accountants also provided the Audit Committee
with the written disclosures required by Independence Standards Board Standard
No. 1, "Independence Discussions with Audit Committees," and the Audit Committee
discussed with the independent accountants that firm's independence.
Following the Audit Committee's discussions with management and the
independent accountants, the Audit Committee recommended that the Board of
Directors include the audited consolidated financial statements in the Company's
annual report on Form 10-K for the year ended December 31, 2000.
Audit Committee:
Marion C. Bauman (Chairman) John C. Hugon
C. L. Craig, Jr. Paul B. Odom, Jr.
ANNUAL REPORT
The Company's Annual Report to Stockholders for the year ended December 31,
2000 accompanies this Proxy Statement. No parts of the Annual Report are
incorporated by reference into this Proxy Statement and the Annual Report is not
deemed to be a part of the proxy soliciting material.
The Company's annual report on Form 10-K for the year ended December 31,
2000 (other than the exhibits thereto) is available upon written request without
charge. Such requests should be directed to: Randy Foraker, Senior Vice
President and Controller, BancFirst Corporation, 101 North Broadway, Oklahoma
City, Oklahoma 73102.
PROPOSALS OF STOCKHOLDERS
Proposals of stockholders intended to be presented at the next Annual
Meeting of Stockholders will be considered by the Board of Directors if the
written proposal, complying with the requirements established by the Commission,
is received at the Company's principal executive offices at 101 North Broadway,
Oklahoma City, Oklahoma 73102, no later than February 22, 2002.
OTHER MATTERS
The management of the Company does not know of any other matters that are
to be presented for action at the meeting. Should any other matter come before
the meeting, however, it is the intent of the persons named in the proxy to vote
all proxies with respect to such matter in accordance with the recommendations
of the Board of Directors.
18
Exhibit A
BancFirst
AUDIT COMMITTEE CHARTER
AUDIT COMMITTEE PURPOSE:
The Audit Committee is appointed by the Board of Directors of BancFirst
Corporation together with its subsidiaries, (the "company") to assist the Board
in fulfilling its oversight responsibilities. The Audit Committee's primary
duties and responsibilities are to:
. Monitor the integrity of the company's financial reporting process and
systems of internal controls regarding finance, accounting, and legal
compliance.
. Monitor the independence and performance of the company's independent
external auditors and internal audit department.
. Provide an avenue of communication among independent external auditors,
management, the internal auditing department, and the Board of Directors.
The Audit Committee has the authority to conduct any investigation appropriate
to fulfilling its responsibilities, and it has direct access to the independent
external auditors as well as anyone in the organization. The Audit Committee
had the ability to retain, at the bank's expense, special legal, accounting, or
other consultants or experts it deems necessary in the performance of its
duties.
COMMITTEE COMPOSITION AND MEETING:
Audit Committee members shall be comprised of at least three (3) members as
determined by the Board, each of whom shall be independent non-executive
directors, as defined in NASDAQ Rule 4200, free from any relationship that would
interfere with the exercise of his or her independent judgment. All members of
the Audit Committee shall have a basic understanding of finance and accounting
and be able to read and understand fundamental financial statements, and at
least one member of the Committee shall have accounting or related financial
management expertise.
Audit Committee members shall be appointed by the Board on recommendation of the
Nominating Committee. If an audit committee Chair is not designated or present,
the members of the Committee may designate a Chairman by majority vote of the
Audit Committee membership.
The Committee shall meet at least four (4) times annually, or more frequently as
circumstances dictate. The Audit Committee Chairman shall approve an agenda in
advance of each meeting. The Committee should meet privately in executive
session at least annually with bank management, chief internal auditor, the
independent external auditors, and as a committee discuss any matters that the
Committee or each of these groups believes should be discussed. In addition, the
Committee, or at least its Chairman, should communicate with management and
independent external auditors quarterly to review the bank's financial
statements and significant findings based upon the auditor's limited review
procedures.
The Audit Committee will summarize its examinations and recommendations to the
Board of Directors as may be appropriate, consistent with the committee charter.
ROLE AND RESPONSIBILITIES:
The responsibilities of the Audit Committee and its related role are as follows:
Review and reassess the adequacy of the Audit Charter at least annually. Submit
the charter to the Board of Directors for approval and have the document
published at least every three years in accordance with SEC regulations.
19
Review the company's annual audited financial statements prior to filing or
distribution. Review should include discussion with management and the bank's
independent external auditors of significant issues regarding accounting
principles, practices, and judgments.
In consultation with bank management, the independent external auditors, and the
bank's internal auditors, consider the integrity of the company's financial
reporting processes and controls. Discuss significant financial risk exposures
and steps management has taken to monitor, control, and report such exposures.
Review significant findings prepared by the independent external auditors and
the internal auditing department together with bank management's responses.
INDEPENDENT EXTERNAL AUDITORS:
The responsibilities of the Audit Committee as it relates to the independent
external auditors are as follows:
The independent external auditors are ultimately accountable to the Audit
Committee and the Board of Directors of BancFirst. The Audit Committee shall
review the independent and performance of the auditors and annually recommend to
the Board of Directors the appointment of the independent external auditors or
approve any discharge of auditors when the circumstances warrant.
Approve the fees and other significant compensation to be paid to the
independent external auditors.
On an annual basis, the Audit Committee should review and discuss with the
independent external auditors all significant relationships they have with the
company that could impair the auditor's independence.
Review the independent external auditors audit plan. Discussions should
include, but not limited to, the scope, staffing, locations, reliance upon
management or the internal auditor and the general audit approach.
Prior to releasing the bank's annual reports, discuss the results of the audit
with the independent external auditors. Discuss certain matters that are
required to be communicated to audit committees in accordance with AICPA SAS 61.
The independent external auditors will review the company's quarterly financial
results prior to the release of earnings and/or the company's quarterly
financial statements prior to filing and distribution. Discuss with the
independent external auditors any significant changes to the company's
accounting principles and any items required to be communicated by the
independent external auditors in accordance with SAS 61. The chairman of the
Audit Committee may represent the entire committee for purposes of the review.
Consider the independent external auditor's judgments about the quality and
appropriateness of the company's accounting principles as applied in its
financial reporting
INTERNAL AUDITORS:
The responsibilities of the Audit Committee as it relates to the internal
auditors are as follows:
Review the internal audit budget, plan, and changes in plan, activities,
organizational structure, and qualifications of the internal audit staff, as
needed.
Review the appointment, performance, and replacement of the chief internal
auditor.
Review significant reports prepared by the internal audit department together
with any management response and follow-up to these reports.
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OTHER RESPONSIBITIES:
On at least an annual basis, review with the bank's general counsel, any legal
matters that could have a significant impact on the company's financial
statements, compliance with applicable laws or regulations, and inquires
received from regulators or governmental agencies.
Annually prepare a report to the company's shareholders as required by the
Securities and Exchange Commission. The report should be included in the
company's annual proxy statement. Perform any other activities consistent with
the Audit Charter, company's by-laws, and governing law, as the Audit Committee
or Board of Directors deems necessary or appropriate.
Maintain minutes of meetings and periodically report to the Board of Directors
on significant external or internal audit findings.
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APPENDIX I
FIFTH AMENDMENT TO AND RESTATEMENT
OF THE
BANCFIRST CORPORATION STOCK OPTION PLAN
1. PURPOSE. This Fifth Amendment to and Restatement of the BancFirst
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Corporation Stock Option Plan (the "Plan") incorporates amendments adopted
by the Board of Directors on April 26, 2001, and intended to be effective
at such date subject to the ratification of such amendments by the
stockholders of BancFirst Corporation (together with its "Subsidiaries," as
defined below, the "Corporation") at the next annual meeting of
stockholders following such adoption by the Board of Directors. The Plan is
intended as an incentive and to encourage stock ownership by certain key
employees and officers of the Corporation in order to increase their
proprietary interest in the Corporation's success.
2. DEFINITIONS. As used herein, the following terms shall have the
-----------
corresponding meanings:
2.1. "Committee" shall mean the Board of Directors of the Corporation, or
a duly constituted committee of the Board consisting of three or more
members, at least a majority of which shall be "Non-Employee
Directors" as such term is used in Rule 16b-3 promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
2.2 "Common Stock" shall mean the common stock, par value $1.00 per
share, of the Corporation.
2.3. "Date of Grant" shall mean the date of grant of a Stock Option
granted hereunder as set forth in the Stock Option Agreement. In the
event of a grant conditioned, among other things, upon stockholder
ratification of this Plan, the date of such conditional grant shall
be the Date of Grant for purposes of this Plan.
2.4. "Employee" shall mean any common-law employee of the Corporation. The
determination of whether or not a person is an Employee of the
Corporation with respect to the grant or exercise of an Incentive
Stock Option shall be made in accordance with the rule of Income Tax
Regulation Section 1.421-7(h) (or successor regulation).
2.5. "Fair Market Value" shall mean, with respect to the exercise of an
option under the Plan, (a) if the Common Stock is listed on a
national securities exchange or the NASDAQ National Market System,
the closing price of the Common Stock for the business day
immediately preceding the day for which the determination is being
made, or (b) if the Common Stock is not then listed on an exchange,
the
average of the closing bid and asked prices per share for the Common
Stock in the over-the-counter market as quoted on NASDAQ for the
business day immediately preceding the day for which the
determination is being made, or (c) if the Common Stock is not then
listed on any exchange or quoted on NASDAQ, an amount determined in
good faith by the Committee to be the fair market value of the Common
Stock, after consideration of all relevant factors.
2.6 "Nonqualified Stock Option" shall mean a Stock Option which is not
intended to qualify for tax treatment as an "incentive stock option"
under Section 422 of the Code.
2.7. "Option Exercise Price" shall mean the price paid for Shares upon the
exercise of a Stock Option granted hereunder.
2.8. "Optionee" shall mean any person entitled to exercise a Stock Option
pursuant to the terms of the Plan.
2.9. "Stock Option" shall mean a stock option giving an Optionee the right
to purchase shares of the Corporation's Common Stock. Stock Options
granted under the Plan shall be Nonqualified Stock Options.
3. ADMINISTRATION.
--------------
3.1 AUTHORITY; INDEMNIFICATION. Within the limitations described herein,
the Committee shall administer the Plan, select the Employees of the
Corporation, including officers of the Corporation, to whom Stock
Options shall be granted, determine the number of Shares to be
subject to each grant, determine the method of payment upon exercise
of each Stock Option, determine all other terms of Stock Options
granted hereunder and interpret, construe and implement the
provisions of the Plan. All questions of interpretation of the Plan
or any Stock Option granted under the Plan shall be determined by the
Committee, and such decisions shall be binding upon all persons
having an interest in the Plan and/or any Stock Option. No member of
the Committee shall be liable for any action or determination made in
good faith, and the members shall be entitled to indemnification and
reimbursement in the manner provided in the Corporation's Certificate
of Incorporation, or as otherwise permitted by law.
3.2 RULE 16B-3 COMPLIANCE. With respect to the participation of eligible
participants who are subject to Section 16(b) of the Exchange Act,
the Plan shall be administered in compliance with the requirements of
Rule 16b-3.
3.3 SECTION 162(M) COMPLIANCE. In the event the Corporation is a
"publicly held corporation" as defined in paragraph (2) of section
162(m) of the Code, as
2
amended by the Revenue Reconciliation Act of 1993 (P.L. 103-66), and
the regulations promulgated thereunder ("Section 162(m)"), the
Corporation shall establish a committee of outside directors meeting
the requirements of Section 162(m) to approve the grant of Stock
Options which might reasonably be anticipated to result in the
payment of employee remuneration that would otherwise exceed the
limit on employee remuneration deductible for income tax purposes
pursuant to Section 162(m).
4. ELIGIBILITY. The individuals who shall be eligible to participate in the
-----------
Plan shall be such key Employees (including officers) of BancFirst
Corporation, or of any corporation ("Subsidiary") in which the Corporation
has proprietary interest by reason of stock ownership or otherwise,
including any corporation in which the Corporation acquires a proprietary
interest after the adoption of this Plan (but only if the Corporation owns,
directly or indirectly, stock possessing not less than 50% of the total
combined voting power of all classes of stock in the corporation), as the
Committee shall determine from time to time.
5. STOCK. The stock subject to Stock Options and other provisions of the Plan
-----
shall be shares of the Corporation's authorized but unissued Common Stock
or treasury stock, as determined by the Committee. Subject to adjustment in
accordance with the provisions of Subparagraph 6.7 hereof, the total number
of shares of Common Stock of the Corporation on which Stock Options may be
granted under the Plan shall not exceed in the aggregate 1,100,000 shares.
In the event that any outstanding Stock Option under the Plan for any
reason expires or is terminated prior to the end of the period during which
Stock Options may be granted, the shares of the Common Stock allocable to
the unexercised portion of such Stock Option may again be subject to a
Stock Option under the Plan.
6. TERMS AND CONDITIONS OF STOCK OPTIONS. Stock Options granted pursuant to
-------------------------------------
the Plan shall be evidenced by agreements in such form as the Committee
shall, from time to time, approve. Agreements shall comply with and be
subject to the following terms and conditions:
6.1 MEDIUM AND TIME OF PAYMENT. The Option Exercise Price shall be
payable in United States Dollars upon the exercise of the Stock
Option and may be paid in cash or by certified check, bank draft or
money order payable to the order of the Corporation, unless otherwise
determined by the Committee.
6.2 NUMBER OF SHARES. The Stock Option shall state the total number of
shares to which it pertains.
3
6.3 OPTION EXERCISE PRICE. The Option Exercise Price shall be equal to
the Fair Market Value of the Common Stock on the Date of Grant.
6.4 TERM OF STOCK OPTIONS. Any Stock Option granted must be exercised
within fifteen (15) years of the date of such grant. Additionally,
any Stock Option with an eleven (11) year term previously granted
under this Plan, prior to its amendment, may also be exercised within
fifteen (15) years of the date of such prior issuance.
6.5 DATE OF EXERCISE. Unless otherwise determined by the Committee at the
time of granting a Stock Option, Stock Options shall be exercisable
at the rate set forth below beginning four years from the Date of
Grant. After becoming exercisable, the Stock Option may be exercised
at any time and from time to time in whole or in part until
termination of the Stock Option as set forth in Sections 6.4 or 6.6.
Cumulative
Elapsed Years from Percent Percent
Date of Grant of Shares of Shares
------------- --------- ---------
less than 4 years 0% 0%
4 to 5 years 25% 25%
5 to 6 years 25% 50%
6 to 7 years 25% 75%
more than 7 years 25% 100%
6.6 TERMINATION OF EMPLOYMENT. In the event that an Optionee's employment
by the Corporation shall terminate, his Stock Option whether or not
then exercisable shall terminate immediately; provided, however, that
if the termination is not as a result of embezzlement, theft or other
violation of the law, the Optionee shall have the right to exercise
his option (to the extent exercisable at the time of termination) at
any time within 30 days after such termination; provided, further,
that if any termination of employment is related to the Optionee's
retirement with the consent of the Corporation, the Optionee shall
have the right to exercise his Stock Option (to the extent
exercisable up to the date of retirement) at any time within three
months after such retirement; and provided, further, that if the
Optionee shall die while in the employment of the Corporation or
within the period of time after termination of employment or
retirement during which he was entitled to exercise his option as
hereinabove provided, his estate, personal representative, or
beneficiary shall have the right to exercise his Stock
4
Option (to the extent exercisable at the date of death) at any time
within twelve (12) months from the date of his death.
6.7 RECAPITALIZATION. The aggregate number of shares of Common Stock on
which Stock Options may be granted to persons participating under the
Plan, the number of shares thereof covered by each outstanding Stock
Option, and the price per share thereof in each such Stock Option,
shall all be proportionately adjusted for any increase or decrease in
the number of issued shares of Common Stock of the Corporation
resulting from a subdivision or consolidation of shares or other
capital adjustment, or the payment of a stock dividend or other
increase or decrease in such shares, effected without receipt of
consideration by the Corporation; provided, however, that any
fractional shares resulting from such adjustment shall be eliminated.
In the event of a change in the Corporation's Common Stock which is
limited to a change in the designation thereof to "Capital Stock" or
other similar designation, or a change in the par value thereof, or
from par value to no par value, without increase in the number of
issued shares, the shares resulting from any such change shall be
deemed to be Common Stock within the meaning of the Plan.
6.8 REORGANIZATION OF CORPORATION. Subject to any required action by the
stockholders, if the Corporation shall be the surviving or resulting
corporation in any merger or consolidation which does not result in
change of control of the Corporation, any Stock Option granted
hereunder shall pertain to and apply to the securities to which a
holder of the number of shares of Common Stock subject to the Stock
Option would have been entitled. In the event of a dissolution or
liquidation of the Corporation or a merger or consolidation in which
the Corporation is not the surviving or resulting corporation or
which results in a change in control of the Corporation, or a tender
or exchange offer which results in a change in control of the
Corporation, the Committee shall determine: (i) whether all or any
part of the unexercisable portion (as set forth in section 6.5) of
any Stock Option outstanding under the Plan shall terminate; (ii)
whether the Stock Options shall become immediately exercisable; or
(iii) whether such Stock Options may be exchanged for options
covering securities of any such surviving or resulting corporation,
subject to the agreement of any such surviving or resulting
corporation, on terms and conditions substantially similar to a Stock
Option hereunder.
6.9 ASSIGNABILITY. Except as provided in this Section, no Stock Option
shall be assignable or transferable except as follows:
(a) by will or by the laws of descent and distribution.
5
(b) for the purpose of making a charitable gift.
(c) to the Optionee as trustee of a revocable trust which allows the
Optionee to amend or revoke the trust at any time. If the
Optionee relinquishes his power to amend or revoke the trust or
appoints a trustee other than the Optionee, the Optionee shall
withdraw the Stock Option from the trust prior to the
relinquishment of such power or appointment and revest title to
the Stock Option in the Optionee's individual name. If the trust
becomes irrevocable due to the death of the Optionee, the
successor trustee shall have the same power to exercise the
Stock Option under Section 6.6 as the personal representative.
If there is a successor trustee under the trust due to the
incapacity of the Optionee, the date of incapacity shall be
treated as termination of employment under Section 6.6, and the
successor trustee shall have the same right to exercise the
option as the Optionee has under Section 6.6. The trustee or any
successor trustee shall be bound by all the terms and conditions
of the Plan and the Stock Option Agreement entered into by the
Plan and Optionee under this Plan.
(d) to the extent set forth in the Stock Option Agreement governing
such Stock Option.
6.10 OPTIONEE'S AGREEMENT. If, at the time of the exercise of any Stock
Option, it is necessary or desirable, in order to comply with any
applicable laws or regulations relating to the sale of securities,
that the Optionee exercising the Stock Option shall agree that he
will purchase the shares that are subject to the Stock Option for
investment and not with any present intention to resell the same, the
Optionee will, upon the request of the Corporation, execute and
deliver to the Corporation an agreement to such effect.
6.11 RIGHTS AS A STOCKHOLDER. An Optionee shall have no rights as a
stockholder with respect to shares covered by his Stock Option until
the date of issuance of the shares to him and only after such shares
are fully paid.
6.12 OTHER PROVISIONS. The option agreements authorized under the Plan may
contain such other provisions as the Committee shall deem advisable.
7. MARKETABILITY OF SHARES. The Common Stock is currently traded on the NASDAQ
-----------------------
National Market System. As a result, its liquidity varies widely in
response to supply and demand. Consequently, the Corporation can give no
assurances as to the marketability of shares acquired under the Plan.
6
8. TAX IMPLICATIONS. It is anticipated that Stock Options granted under the
----------------
Plan will be treated as Nonqualified Stock Options by the Internal Revenue
Service. As such, exercise of the Stock Option would generate a taxable
event with the difference between the original Option Exercise Price and
the Fair Market Value of the Common Stock at the time of exercise being
treated as ordinary income.
9. TERM OF PLAN. No Stock Option may be granted after December 31, 2011.
------------
10. NO OBLIGATION TO EXERCISE OPTION. The granting of a Stock Option shall
--------------------------------
impose no obligation upon the Optionee to exercise such Stock Option.
11. AMENDMENTS. The Board of Directors may from time to time amend, alter,
----------
suspend, or discontinue the Plan or alter or amend (including decrease of
the Option Exercise Price by cancellation and substitution of options or
otherwise) any and all option agreements granted thereunder; provided,
however, that after the first registration of the Common Stock under
Section 12 of the Securities Exchange Act of 1934, no such action of the
Board of Directors may, without approval of the stockholders of the
Corporation, alter the provisions of the Plan so as to (a) materially
increase the benefits accruing to participants under the Plan; (b)
materially increase the number of securities which may be issued under the
Plan; or (c) materially modify the requirements as to eligibility for
participation in the Plan; and provided, further, that no amendment may,
without the consent of the Optionee, affect any then outstanding Stock
Options or unexercised portions thereof. In addition, the approval of the
Corporation's stockholders shall be sought for any amendment to the Plan or
a Stock Option for which the Committee deems stockholder approval necessary
in order to comply with Rule 16b-3.
7
P R O X Y
BANCFIRST CORPORATION PROXY/VOTING INSTRUCTION CARD
Oklahoma City, Oklahoma
This proxy is solicited on behalf of the Board of Directors for the Annual
Meeting on May 24, 2001.
The undersigned hereby appoints David E. Rainbolt and Randy P. Foraker as
Proxies, each with the power to appoint his substitute and each with full power
to act without the other, and hereby authorizes them to represent and vote all
shares of Common Stock of the undersigned of BancFirst Corporation ("Company"),
an Oklahoma corporation, which the undersigned would be entitled to vote at the
Annual Meeting of Stockholders of the Company to be held at the BancFirst
Corporation headquarters, Second Floor, 101 N. Broadway (the corner of Main
Street and Broadway), Oklahoma City, Oklahoma 73102, on Thursday, May 24, 2001,
at 9:00 a.m., and at any and all adjournments thereof as follows:
1.ELECTION OF DIRECTORS
[_] FOR all nominees listed below [_] WITHHOLD AUTHORITY to vote for
(except as marked to the contrary below). all nominees listed below.
Class I: Dennis L. Brand, David E. Ragland Class III: Marion C. Bauman,
William H. Crawford, K. Gordon Greer, William O. Johnstone, Melvin Moran,
David E. Rainbolt
Instruction: To withhold authority to vote for any individual nominee, write
that nominee's name on the space provided below.
--------------------------------------------------------------------------------
Your vote is important! Please sign and date on the reverse and return promptly
in the enclosed postage paid envelope.
Change of Address and/or Comments: _____________________________________________
(If you have written in the above space, please mark the "Comments" box on the
reverse of this card.)
(Continued and to be signed and dated on reverse side)
P R O X Y
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTIONS ARE INDICATED, THIS PROXY WILL
BE VOTED FOR PROPOSALS 1, 2 AND 3, AND WILL BE VOTED IN THE DISCRETION OF THE
PROXY HOLDERS UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE ANNUAL
MEETING.
2. AMENDMENTS TO BANCFIRST CORPORATION STOCK OPTION PLAN
[_] FOR Amendments [_] AGAINST Amendments [_] ABSTAIN
3. RATIFICATION OF ACCOUNTANTS
[_] FOR ratification of Andersen [_] AGAINST ratification of [_] ABSTAIN
as independent accountants Anderson as independent
accountants.
4. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
This Proxy also provides voting instructions for shares of Common Stock held in
the BancFirst Corporation Employee Stock Ownership and Thrift Plan.
The undersigned hereby acknowledges receipt of the Notice of Annual Meeting of
Shareholders to be held on May 24, 2001, and the Proxy Statement furnished
therewith.
The undersigned hereby revokes any proxy to vote shares of Common Stock of the
Company heretofore given by the undersigned.
[_] Change of Address and Comments on Reverse Side
__________________________
__________________________
SIGNATURE(S) DATE
Please date, sign exactly
as name appears herein,
and promptly return in
the enclosed envelope.
When signing as guardian,
executor, administrator,
attorney, trustee,
custodian, or in any
other similar capacity,
please give full title.
If a corporation, sign in
full corporate name by
president or other
authorized officer,
giving title, and affix
corporate seal. If a
partnership, sign in
partnership name by
authorized person. In the
case of joint ownership,
each joint owner must
sign.