SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1997 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 NUMBER 0-14384 BANCFIRST CORPORATION (Exact name of registrant as specified in charter) Oklahoma 73-1221379 (State or other Jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 101 N. Broadway, Suite 200, Oklahoma City, Oklahoma 73102-8401 (Address of principal executive offices) (Zip Code) (405) 270-1086 (Registrant's telephone number, including area code) ---------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) 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 . --- --- As of July 31, 1997 there were 6,361,954 shares of the registrant's Common Stock outstanding.
PART I - FINANCIAL INFORMATION BANCFIRST CORPORATION CONSOLIDATED BALANCE SHEET (DOLLARS IN THOUSANDS) <TABLE> <CAPTION> JUNE 30, ------------------------ DECEMBER 31, 1997 1996 1996 ------------ ---------- ------------ <S> <C> <C> <C> ASSETS Cash and due from banks $ 80,069 $ 85,792 $ 76,877 Interest-bearing deposits with banks 76 1 62 Securities (market value: $300,459, $276,798 and $284,221, respectively) 300,023 276,634 283,857 Federal funds sold 51,000 30,000 44,785 Loans: Total loans (net of unearned interest) 799,559 725,122 763,559 Allowance for possible loan losses (11,954) (11,843) (11,945) ---------- ---------- ---------- Loans, net 787,605 713,279 751,614 Premises and equipment, net 33,268 33,650 33,556 Other real estate owned 1,095 1,068 1,101 Intangible assets, net 13,423 15,106 14,871 Accrued interest receivable 11,555 11,407 10,627 Other assets 24,737 20,279 18,361 ---------- ---------- ---------- Total assets $1,302,851 $1,187,216 $1,235,711 ========== ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY Deposits: Noninterest-bearing $ 237,748 $ 246,487 $ 265,209 Interest-bearing 907,137 827,307 840,244 ---------- ---------- ---------- Total deposits 1,144,885 1,073,794 1,105,453 Short-term borrowings 1,419 1,030 3,414 Long-term borrowings 6,567 1,497 6,636 9.65% Capital Securities 25,000 -- -- Accrued interest payable 5,022 3,363 3,940 Other liabilities 3,177 4,699 4,172 ---------- ---------- ---------- Total liabilities 1,186,070 1,084,383 1,123,615 ---------- ---------- ---------- Commitments and contingent liabilities Stockholders' equity: Common stock 6,349 6,242 6,400 Capital surplus 35,204 34,866 36,218 Retained earnings 74,669 62,096 68,742 Unrealized securities gains (losses), net of tax 559 (371) 736 ---------- ---------- ---------- Total stockholders' equity 116,781 102,833 112,096 ---------- ---------- ---------- Total liabilities and stockholders' equity $1,302,851 $1,187,216 $1,235,711 ========== ========== ========== </TABLE> See accompanying notes to consolidated financial statements. 2
BANCFIRST CORPORATION CONSOLIDATED STATEMENT OF INCOME (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) <TABLE> <CAPTION> THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30, JUNE 30, ------------------------- ------------------------- 1997 1996 1997 1996 ---------- ---------- ---------- ---------- <S> <C> <C> <C> <C> INTEREST INCOME Loans, including fees $ 19,200 $ 17,365 $ 37,364 $ 32,963 Interest-bearing deposits with banks (18) 12 1 12 Securities: Taxable 4,533 4,153 9,046 7,937 Tax-exempt 147 148 300 299 Federal funds sold 511 442 861 884 ---------- ---------- ---------- ---------- Total interest income 24,373 22,120 47,572 42,095 ---------- ---------- ---------- ---------- INTEREST EXPENSE Deposits 9,322 8,470 18,169 16,185 Short-term borrowings 127 102 148 323 Long-term borrowings 100 23 196 43 9.65% Capital Securities 612 -- 985 -- ---------- ---------- ---------- ---------- Total interest expense 10,161 8,595 19,498 16,551 ---------- ---------- ---------- ---------- Net interest income 14,212 13,525 28,074 25,544 Provision for possible loan losses 186 319 282 416 ---------- ---------- ---------- ---------- Net interest income after provision for possible loan losses 14,026 13,206 27,792 25,128 ---------- ---------- ---------- ---------- NONINTEREST INCOME Service charges on deposits 2,478 2,236 4,959 4,182 Securities transactions -- 175 -- 180 Other 1,358 1,606 2,684 3,016 ---------- ---------- ---------- ---------- Total noninterest income 3,836 4,017 7,643 7,378 ---------- ---------- ---------- ---------- NONINTEREST EXPENSE Salaries and employee benefits 6,958 6,305 13,508 12,031 Occupancy and fixed assets expense, net 734 684 1,496 1,212 Depreciation 743 587 1,452 1,086 Amortization 556 532 1,089 919 Data processing services 328 311 698 653 Net (income) expense from other real estate owned 37 120 98 162 Other 2,670 2,439 5,199 4,629 ---------- ---------- ---------- ---------- Total noninterest expense 12,026 10,978 23,540 20,692 ---------- ---------- ---------- ---------- Income before taxes 5,836 6,245 11,895 11,814 Income tax expense (2,188) (2,443) (4,486) (4,514) ---------- ---------- ---------- ---------- Net income $ 3,648 $ 3,802 $ 7,409 $ 7,300 ========== ========== ========== ========== PER SHARE DATA (PRIMARY AND FULLY DILUTED) Net income $ 0.55 $ 0.59 $ 1.12 $ 1.13 ========== ========== ========== ========== Average common stock and common stock equivalents outstanding 6,617,380 6,444,692 6,606,173 6,439,542 ========== ========== ========== ========== </TABLE> See accompanying notes to consolidated financial statements. 3
BANCFIRST CORPORATION CONSOLIDATED STATEMENT OF CASH FLOWS (DOLLARS IN THOUSANDS) <TABLE> <CAPTION> SIX MONTHS ENDED JUNE 30, --------------------- 1997 1996 --------- --------- <S> <C> <C> CASH FLOWS FROM OPERATING ACTIVITIES $ 7,267 $ (2,339) -------- -------- INVESTING ACTIVITIES Cash and due from banks used for acquisitions (5,008) (10,495) Purchases of securities (47,425) (34,414) Maturities of securities 31,173 39,655 Proceeds from sales of securities 252 15,576 Net (increase)/decrease in federal funds sold (6,215) 11,513 Purchases of loans (2,613) (5,580) Proceeds from sales of loans 60,930 54,791 Net other increase in loans (94,529) (75,562) Purchases of premises and equipment (2,290) (2,569) Proceeds from sales of other real estate owned and repossessed assets 729 702 Other, net 1,120 (778) -------- -------- Net cash used by investing activities (63,876) (7,161) -------- -------- FINANCING ACTIVITIES Net increase/(decrease) in demand, transaction and savings deposits 148 11,478 Net increase in certificates of deposit 39,284 16,441 Net decrease in short-term borrowings (1,995) (17,675) Net increase/(decrease) in long-term borrowings (69) 579 Issuance of 9.65% Capital Securities 25,000 -- Issuance of common stock 220 114 Purchase and retirement of common stock (1,499) -- Cash dividends paid (1,274) (997) -------- -------- Net cash provided by financing activities 59,815 9,940 -------- -------- Net increase in cash and due from banks 3,206 440 Cash and due from banks at the beginning of the period 76,939 85,353 -------- -------- Cash and due from banks at the end of the period $ 80,145 $ 85,793 ======== ======== SUPPLEMENTAL DISCLOSURE Cash paid during the period for interest $ 18,416 $ 16,424 ======== ======== Cash paid during the period for income taxes $ 4,651 $ 4,270 ======== ======== </TABLE> See accompanying notes to consolidated financial statements. 4
BANCFIRST CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except per share data) (1) GENERAL The accompanying consolidated financial statements include the accounts of BancFirst Corporation, BFC Capital Trust I, BancFirst, BancFirst Investment Corporation, Lenders Collection Corporation and Express Financial Corporation (formerly National Express Corporation. All significant intercompany accounts and transactions have been eliminated. Assets held in a fiduciary or agency capacity are not assets of the Company and, accordingly, are not included in the consolidated financial statements. The interim financial statements contained herein reflect all adjustments which are, in the opinion of management, necessary to provide a fair statement of the financial position and results of operations of the Company for the interim periods presented. All such adjustments are of a normal and recurring nature. There have been no significant changes in the accounting policies of the Company since December 31, 1996, the date of the most recent annual report. Certain amounts in the 1996 financial statements have been reclassified to conform to the 1997 presentation. The preparation of financial statements in conformity with generally accepted accounting principles inherently involves the use of estimates and assumptions that affect the amounts reported in the financial statements and the related disclosures. Such estimates and assumptions may change over time and actual amounts may differ from those reported. (2) MERGERS, ACQUISITIONS AND DISPOSALS In March 1996, BancFirst acquired City Bankshares, Inc. of Oklahoma City, Oklahoma ("City Bankshares"), which had $136,251 in total assets. The acquisition was for cash of $19,125, with City Bankshares and its subsidiary bank, City Bank, being merged into BancFirst. C-Teq, Inc., an 85% owned data processing subsidiary of City Bankshares, was spun off to the shareholders of City Bankshares prior to the acquisition. BancFirst also paid the CEO of City Bancshares $1,250 for an agreement not to compete with BancFirst for a period of four years. The acquisition was accounted for as a purchase. Accordingly, the effect of the acquisition is included in the Company's consolidated financial statements from the date of the acquisition forward. A core deposit intangible of $830 and goodwill of $7,419 were recorded in the acquisition. Pro forma condensed results of operations, as though City Bankshares had been acquired January 1, 1995, are as follows: <TABLE> <CAPTION> SIX MONTHS ENDED YEAR ENDED JUNE 30, 1996 DECEMBER 31, 1995 ---------------- ----------------- <S> <C> <C> Net interest income $27,525 $49,226 Net income $ 7,719 $13,122 Net income per share and common stock equivalent $ 1.20 $ 2.05 </TABLE> In December 1996, the Company's money order subsidiary, Express Financial Corporation (formerly National Express Corporation), entered into an agreement for the sale of its business. Under the terms of the agreement, Express Financial Corporation received cash of $600 in January 1997, and may receive additional payments of up to $500 over a two-year period based upon specified levels of business retained by the purchaser. The business of Express Financial Corporation was transferred to the purchaser in January and February 1997. The sale was accounted for as a disposal of a segment of business. Consequently, the expected net gain from the disposal will be recognized in the Company's consolidated statement of income when the final proceeds are received. The operations of Express Financial Corporation were not material in relation to the consolidated operations of the Company. The following assets and liabilities of Express Financial Corporation are included in the Company's consolidated balance sheet: 5
<TABLE> <CAPTION> JUNE 30, 1997 DECEMBER 31, 1996 ------------- ----------------- <S> <C> <C> Cash and due from BancFirst $2,160 $ 6,611 Interest-bearing deposit with BancFirst 3,674 3,674 Securities held for investment 775 776 Premises and equipment, net 7 185 Intagible assets, net - 515 Receivables from money order sales, net 159 7,371 Other assets 13 17 ------ ------- Total assets $6,788 $19,149 ====== ======= Outstanding money orders $1,786 $13,839 Other liabilities 7 58 ------ ------- Total liabilities $1,793 $13,897 ====== ======= </TABLE> Only the intangible assets were acquired by the purchaser and the purchaser did not assume any liabilities of Express Financial Corporation. In March 1997, the Company acquired 22.5% of the common stock outstanding of First Ada Bancshares, Inc. of Ada, Oklahoma for cash of $4,954. This investment will be accounted for under the equity method of accounting. (3) SECURITIES The table below summarizes securities held for investment and securities available for sale. <TABLE> <CAPTION> JUNE 30, ------------------------ DECEMBER 31, 1997 1996 1996 -------- -------- ----------- <S> <C> <C> <C> Held for investment, at cost (market value: $36,291, $27,595 and $33,653, respectively) $ 35,855 $ 27,431 $ 33,289 Available for sale, at market value 264,168 249,203 250,568 -------- -------- -------- Total securities $300,023 $276,634 $283,857 ======== ======== ======== </TABLE> (4) 9.65% CAPITAL SECURITIES In January 1997, BancFirst Corporation established BFC Capital Trust I (the "Trust"), a trust formed under the Delaware Business Trust Act. In February 1997, the Trust issued $25,000 of aggregate liquidation amount of 9.65% Capital Securities, Series A (the "Capital Securities"). The proceeds from the sale of the Capital Securities were invested in 9.65% Junior Subordinated Deferrable Interest Debentures, Series A (the "Debentures") of BancFirst Corporation. Distributions on the Capital Securities are payable January 15 and July 15 of each year. Such distributions may be deferred for up to ten consecutive semi- annual periods. The stated maturity date of the Capital Securities is January 15, 2027, but they are subject to mandatory redemption pursuant to optional prepayment terms. The Capital Securities represent an undivided interest in the Debentures, are guaranteed by BancFirst Corporation, and will be presented as long-term debt in the Company's consolidated financial statements. During any deferral period or during any event of default, BancFirst Corporation may not declare or pay any dividends on any of its capital stock. 6
BANCFIRST CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS SUMMARY The Company reported net income of $3.65 million for the quarter ended June 30, 1997, compared to net income of $3.8 million for the same quarter of 1996. Earnings were lower in 1997 due primarily to higher operating expenses. Earnings per share was $0.55 for the second quarter of 1997, compared to $0.59 per share for the second quarter of 1996. Net income for the first six months of 1997 was $7.41 million, compared to $7.3 million for the same period of 1996. Earnings per share were $1.12 and $1.13, respectively. Total assets increased $67.1 million from December 31, 1996 and $117 million from June 30, 1996. The growth since year-end 1996 was due to the Company issuing $25 million of 9.65% Capital Securities (the "Capital Securities") and internal growth. The growth since the second quarter of 1996 was due to an acquisition having total assets aggregating approximately $18 million, the issuance of the Capital Securities and internal growth. Stockholders' equity rose to $117 million, an increase of $4.69 million compared to December 31, 1996 and $13.9 million compared to June 30, 1996. RESULTS OF OPERATIONS SECOND QUARTER Net interest income increased for the second quarter of 1997 by $687,000 million, or 5.08%, as compared to the same quarter of 1996, primarily as a result of earning asset growth. Net interest spread was 4.22% for the quarter compared to 4.55% for the second quarter of 1996, while average net earning assets increased $20.4 million. Net interest margin on a taxable equivalent basis was 5.09% for the second quarter, compared to 5.33% for the same quarter of 1996. Both the net interest spread and net interest margin were impacted in 1997 by the issuance of the Capital Securities. The Company provided $186,000 for possible loan losses for the quarter, compared to $319,000 for the second quarter of 1996. Net loan charge-offs were $157,000 for the second quarter of 1997, compared to $53,000 for the second quarter of 1996. The net charge-offs in 1997 represent an annualized rate of only 0.09% of total loans, compared to a rate of 0.03% for the same quarter of 1996. Noninterest income decreased $181,000, or 4.51%, compared to the second quarter of 1996 due primarily to gains on securities transactions recognized in 1996. Noninterest expense increased $1.05 million, or 9.54%, due largely to increased staffing and other costs of improving the Company's management and operational infrastructure. YEAR-TO-DATE For the first six months of 1997, net interest income increased $2.53 million, or 9.9%, as compared to the same period of 1996, primarily as a result of earning asset growth. Net interest spread was 4.26% for 1997, compared to 4.49% for 1996, while average net earning assets increased $20.4 million. Net interest margin on a taxable equivalent basis was 5.13% for 1997, compared to 5.28% for the first half of 1996. The Company provided $282,000 for possible loan losses in the first six months of 1997, compared to $416,000 for the first six months of 1996. Net loan charge-offs were $273,000 for 1997, compared to $67,000 for 1996, representing annualized rates of only 0.07% and 0.009% of total loans, respectively. Noninterest income increased $265,000, or 3.59% compared to the first half of 1996 due to income added by acquisitions. Excluding gains from securities transactions, the increase would have been $445,000, or 6.18%. Noninterest expense increased $2.85 million, or 13.8%, due to added operating expenses of banks acquired in 1996 and increased staffing and other costs of improving the company's management and operational infrastructure. 7
FINANCIAL POSITION Total securities increased $16.2 million compared to December 31, 1996 and $23.4 million compared to June 30, 1996, as a net result of securities added by acquisitions and internal growth, and maturities of securities used to fund loan growth. The net unrealized gain on securities available for sale was $890,000 at the end of the second quarter of 1997, compared to a gain of $1.16 million at December 31 and a loss of $568,000 at June 30, 1996. The average taxable equivalent yield on the securities portfolio for the second quarter increased to 6.37% from 6.32% for the same quarter of 1996. Total loans increased $36 million from December 31, 1996 and $74.4 million from June 30, 1996, due primarily to internal growth. The allowance for possible loan losses increased $111,000 since the second quarter of 1996. The allowance as a percentage of total loans was 1.50%, 1.56% and 1.63% at June 30, 1997, December 31, 1996 and June 30, 1996, respectively. The allowance to nonperforming and restructured loans ratios at the same dates were 241.79%, 207.31% and 240.52%, respectively. Nonperforming and restructured assets totaled $6.23 million, compared to $7.01 million at year-end 1996 and $6.01 million at June 30, 1996. Although the ratio of nonperforming and restructured assets to total assets is only 0.47%, it is reasonable to nonperforming loans and loan losses to rise over several years to historical norms as a result of economic and credit cycles. Total deposits increased $39.4 million as compared to December 31, 1996 and $71.1 million compared to June 30, 1996. The increase reflects an acquisition in October 1996 and internal growth. The Company's deposit base continues to be comprised substantially of core deposits, with large denomination certificates of deposit being only 11.8% of total deposits at June 30, 1997. Short-term borrowings decreased $2 million from December 31, 1996 and $389,000 from June 30, 1996. Fluctuations in short-term borrowings are a function of liquidity needs and customer demand for repurchase agreements. Long-term borrowings decreased $69,000 from year-end 1996 as a result of scheduled payments, and increased $5.07 million from the second quarter of 1996 due primarily to a $5 million Federal Home Loan Bank borrowing in December 1996. In January 1997, BancFirst Corporation established BFC Capital Trust I (the "Trust"), which issued $25 million of 9.65% Capital Securities (the "Capital Securities") in February 1997. The purpose of the issuance of the Capital Securities was to raise additional regulatory capital to support future growth. Distributions on the Capital Securities are payable January 15 and July 15 through the stated maturity date of January 15, 2027. Such distributions may be deferred for up to ten consecutive semi-annual periods. During any deferral period, or during any event of default, BancFirst Corporation may not declare or pay any dividends on any of its capital stock. Stockholders' equity rose to $117 million from $112 million at year-end 1996 and $103 million at June 30, 1996. These increases were primarily the result of accumulated earnings. Average stockholders' equity to average assets was 8.89%, compared to 8.93% for 1996. The Company's regulatory capital ratios increased substantially in the first quarter of 1997 due to the issuance of the Capital Securities, and are well in excess of the regulatory minimums. 8
BANCFIRST CORPORATION SELECTED CONSOLIDATED FINANCIAL STATISTICS (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) <TABLE> <CAPTION> PERFORMANCE STATISTICS THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30, JUNE 30, ------------------- ----------------- 1997 1996 1997 1996 ------ ------ ------ ------ <S> <C> <C> <C> <C> Net income per share $ 0.55 $ 0.59 $ 1.12 $ 1.13 Cash dividends per share 0.10 0.08 0.20 0.16 Return on average assets 1.15% 1.29% 1.19% 1.30% Return on average stockholders' equity 12.93 15.12 13.25 14.63 Increase/decrease in tangible book value per share (annualized) 16.66 12.63 14.46 (6.21) Efficiency ratio 66.63 62.58 65.91 62.85 </TABLE> <TABLE> <CAPTION> BALANCE SHEET AND ASSET QUALITY STATISTICS JUNE 30, ------------------ DECEMBER 31, 1997 1996 1996 ------- ------- ----------- <S> <C> <C> <C> Book value per share $ 18.39 $ 16.47 $ 17.52 Tangible book value per share 16.28 14.05 15.19 Average loans to deposits (year-to-date) 71.08% 67.84% 68.81% Nonperforming and restructured assets to total assets 0.47 0.51 0.57 Allowance for possible loan losses to total loans 1.50 1.63 1.56 Allowance for possible loan losses to nonperforming and restructured loans 241.79 240.52 207.31 </TABLE> <TABLE> <CAPTION> CONSOLIDATED AVERAGE BALANCE SHEETS AND INTEREST MARGIN ANALYSIS THREE MONTHS ENDED JUNE 30, ----------------------------------------------- 1997 1996 ---------------------- --------------------- Taxable Equivalent Basis AVERAGE AVERAGE AVERAGE YIELD/ AVERAGE YIELD/ BALANCE RATE BALANCE RATE ------------ ------- ---------- ------- <S> <C> <C> <C> <C> Earning assets: Loans $ 795,649 9.71% $ 717,493 9.76% Securities 298,375 6.37 278,979 6.32 Federal funds sold 36,437 5.63 33,204 5.35 ----------- ---------- Total earning assets 1,130,461 8.70 1,029,676 8.69 ----------- ---------- Nonearning assets: Cash and due from banks 76,916 85,168 Interest recievable and other assets 77,104 79,190 Allowance for possible loan losses (11,951) (11,697) ----------- ---------- Total nonearning assets 142,069 152,661 ----------- ---------- Total assets $ 1,272,530 $1,182,337 =========== ========== Interest-bearing liabilities: Interest-bearing deposits $ 876,474 4.29% $ 826,421 4.12% Short-term borrowings 7,342 6.94 7,153 5.74 Long-term borrowings 6,581 6.11 1,446 6.42 9.65% Capital Securities 25,000 9.82 -- -- ----------- ---------- Total interest-bearing liabilities 915,397 4.48 835,020 4.14 ----------- ---------- Interest-free funds: Noninterest-bearing deposits 234,537 238,729 Interest payable and other liabilities 9,426 8,040 Stockholders' equity 113,170 100,548 ----------- ---------- Total interest-free funds 357,133 347,317 ----------- ---------- Total liabilities and stockholders' equity $ 1,272,530 $1,182,337 =========== ========== Net interest spread 4.22% 4.55% ==== ==== Net interest margin 5.09% 5.33% ==== ==== </TABLE> 9
PART II - OTHER INFORMATION ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS BancFirst Corporation held its Annual Meeting of Shareholders on May 22, 1997. Two proposals were submitted to the shareholders and were passed as follows: Proposal to elect directors: Eleven directors were nominated for election --------------------------- for a one year term. Director Stephen R. Lindemood, however, declined to stand for re-election. The directors elected were H.E. Rainbolt, David E. Rainbolt, K. Gordon Greer, Robert A. Gregory, John T. Hannah, J.R. Hutchens, Jr., William O. Johnstone, J. Ralph McCalmont, Melvin Moran and Joe T. Shockley. There were 5,655,929 affirmative votes and 100 votes withheld. Proposal to Ratify Coopers & Lybrand, L.L.P. as independent auditors: -------------------------------------------------------------------- 5,534,334 affirmative votes, 300 negative votes and 3,889 abstentions. No other matters were brought before the meeting for consideration. ITEM 5. OTHER INFORMATION BancFirst Corporation (the "Company") adopted a Stock Repurchase Program (the "Program") on March 23, 1995. The Program was amended on May 22, 1997 and June 26, 1997. These amendments increased the number of shares of common stock of the Company authorized to be repurchased under the Program from 200,000 shares to 350,000 shares, removed certain conditions to be satisfied by any repurchases and removed the naming of a specific implementing broker for the Program. The remainder of the provisions of the program are contained in the BancFirst Corporation Amended Stock Repurchase program filed herewith as Exhibit Number 99.1 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits EXHIBIT NUMBER EXHIBIT ---------- ---------------------------------------------------- 2.1 Agreement and Plan of Reorganization dated October 28, 1994 among BancFirst, State National Bank, Marlow, and certain shareholders of State National Bank (filed as Exhibit 2.4 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1994 and incorporated herein by reference). 2.2 Agreement and Plan of Reorganization dated September 16, 1995 between BancFirst and City Bankshares, Inc. (filed as Exhibit 2.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1995 and incorporated herein by reference). 2.3 Agreement dated September 16, 1995 between BancFirst and William O. Johnstone (filed as Exhibit 2.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1995 and incorporated herein by reference). 3.1 Amended and Restated Certificate of Incorporation (filed as Exhibit No. 33 to the Company's Registration Statement on form S-2, File No. 33-58804, and incorporated herein by reference). 3.2 Certificate of Amendment to the Amended and Restated Certificate of Incorporation (filed as Exhibit 3.2 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1993 and incorporated herein by reference). 10
3.3 Certificate of Amendment to the Amended and Restated Certificate of Incorporation (filed as Exhibit 3.0 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1996 and incorporated herein by reference). 3.4 Amended By-Laws (filed as Exhibit 3.2 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1992 and incorporated herein by reference). 4.1 Amended and Restated declaration of Trust of BFC Capital Trust I dated as of February 4, 1997 (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K dated February 4, 1997 and incorporated herein by reference.) 4.2 Indenture dated as of February 4, 1997 (filed as Exhibit 4.2 to the Company's Current Report on Form 8-K dated February 4, 1997 and incorporated herein by reference.) 4.3 Series A Capital Securities Guarantee Agreement dated as of February 4, 1997 (filed as Exhibit 4.3 to the Company's Current Report on Form 8-K dated February 4, 1997 and incorporated herein by reference.) 27.1* Financial Data Schedule. 99.1* BancFirst Corporation Amended Stock Repurchase Program. - -------------------------------------------------------------------------------- *Filed herewith (b) No reports on Form 8-K have been filed by the Company during the quarter ended June 30, 1997. 11
SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. BANCFIRST CORPORATION (Registrant) Date August 14, 1997 /s/ Randy P. Foraker --------------- -------------------------------------- (Signature) Randy P. Foraker Senior Vice President and Controller; Assistant Secretary/Treasurer (Principal Accounting Officer) 12