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 MARCH 31, 1998 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 April 30, 1998 there were 6,363,179 shares of the registrant's Common Stock outstanding. 1
PART I - FINANCIAL INFORMATION BANCFIRST CORPORATION CONSOLIDATED BALANCE SHEET (DOLLARS IN THOUSANDS) <TABLE> <CAPTION> MARCH 31, DECEMBER 31, --------------------------------- 1998 1997 1997 ---------------- --------------- --------------- <S> <C> <C> <C> ASSETS Cash and due from banks $ 102,916 $ 67,421 $ 69,652 Interest-bearing deposits with banks 100 62 147 Securities (market value: $397,675, $302,985 and $311,013, respectively) 396,911 302,760 310,343 Federal funds sold 29,000 32,670 40,600 Loans: Total loans (net of unearned interest) 926,769 783,296 857,896 Allowance for possible loan losses (12,699) (11,925) (12,284) ----------- ----------- ----------- Loans, net 914,070 771,371 845,612 Premises and equipment, net 35,719 33,556 33,598 Other real estate owned 684 1,239 915 Intangible assets, net 22,364 13,889 12,500 Accrued interest receivable 14,000 11,043 11,357 Other assets 17,091 17,903 21,065 ----------- ----------- ----------- Total assets $ 1,532,855 $ 1,251,914 $ 1,345,789 =========== =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY Deposits: Noninterest-bearing $ 287,597 $ 235,844 $ 269,089 Interest-bearing 1,070,056 860,442 906,021 ----------- ----------- ----------- Total deposits 1,357,653 1,096,286 1,175,110 Short-term borrowings 5,061 1,291 6,016 Long-term borrowings 7,024 6,587 7,051 9.65% Capital Securities 25,000 25,000 25,000 Accrued interest payable 6,159 4,734 5,722 Other liabilities 5,465 5,056 3,956 ----------- ----------- ----------- Total liabilities 1,406,364 1,138,954 1,222,855 ----------- ----------- ----------- Commitments and contingent liabilities Stockholders' equity: Common stock 6,363 6,339 6,345 Capital surplus 36,157 35,083 36,008 Retained earnings 82,238 71,862 79,032 Accumulated other comprehensive income 1,733 (324) 1,549 ----------- ----------- ----------- Total stockholders' equity 126,491 112,960 122,934 ----------- ----------- ----------- Total liabilities and stockholders' equity $ 1,532,855 $ 1,251,914 $ 1,345,789 =========== =========== =========== </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 MARCH 31, -------------------- 1998 1997 -------- -------- <S> <C> <C> INTEREST INCOME Loans, including fees $ 20,897 $ 18,164 Interest-bearing deposits with banks 2 19 Securities: Taxable 4,795 4,513 Tax-exempt 283 153 Federal funds sold 497 350 -------- -------- Total interest income 26,474 23,199 -------- -------- INTEREST EXPENSE Deposits 10,200 8,847 Short-term borrowings 153 21 Long-term borrowings 107 96 9.65% Capital Securities 614 373 -------- -------- Total interest expense 11,074 9,337 -------- -------- Net interest income 15,400 13,862 Provision for possible loan losses 577 96 -------- -------- Net interest income after provision for possible loan losses 14,823 13,766 -------- -------- NONINTEREST INCOME Service charges on deposits 2,597 2,481 Securities transactions - - Other 1,779 1,326 -------- -------- Total noninterest income 4,376 3,807 -------- -------- NONINTEREST EXPENSE Salaries and employee benefits 7,587 6,550 Occupancy and fixed assets expense, net 765 763 Depreciation 819 709 Amortization 552 533 Data processing services 380 370 Net expense from other real estate owned 23 62 Other 2,747 2,527 -------- -------- Total noninterest expense 12,871 11,514 -------- -------- Income before taxes 6,328 6,059 Income tax expense (2,358) (2,298) -------- -------- Net income 3,970 3,761 Other comprehensive income, net of tax: Unrealized gains on securities 184 (1,060) -------- -------- Comprehensive income $ 4,154 $ 2,701 ======== ======== NET INCOME PER COMMON SHARE Basic $ 0.62 $ 0.59 ======== ======== Diluted $ 0.60 $ 0.57 ======== ======== </TABLE> See accompanying notes to consolidated financial statements. 3
BANCFIRST CORPORATION CONSOLIDATED STATEMENT OF CASH FLOWS (DOLLARS IN THOUSANDS) <TABLE> <CAPTION> THREE MONTHS ENDED MARCH 31, ---------------------- 1998 1997 --------- --------- <S> <C> <C> CASH FLOWS FROM OPERATING ACTIVITIES $ 3,791 $ 11,872 --------- --------- INVESTING ACTIVITIES Cash and due from banks used for acquisitions 93,486 (4,954) Purchases of securities: Held for investment (95,254) (157) Available for sale (2,391) (37,305) Maturities of securities: Held for investment 767 1,054 Available for sale 10,520 16,000 Proceeds from sales of securities: Held for investment 187 105 Available for sale - - Net decrease in federal funds sold 11,600 12,115 Purchases of loans (3,934) (2,023) Proceeds from sales of loans 21,667 23,843 Net other increase in loans (56,245) (41,810) Purchases of premises and equipment (1,201) (1,624) Proceeds from sales of other real estate owned and repossessed assets 492 307 Other, net 83 1,279 --------- --------- Net cash used for investing activities (20,223) (33,170) --------- --------- FINANCING ACTIVITIES Net increase (decrease) in demand, transaction and savings deposits 21,903 (27,356) Net increase in certificates of deposit 29,322 18,189 Net decrease in short-term borrowings (955) (2,123) Net decrease in long-term borrowings (26) (49) Issuance of 9.65% Capital Securities - 25,000 Issuance of common stock 166 98 Purchase and retirement of common stock - (1,277) Cash dividends paid (761) (640) --------- --------- Net cash provided by financing activities 49,649 11,842 --------- --------- Net increase (decrease) in cash and due from banks 33,217 (9,456) Cash and due from banks at the beginning of the period 69,799 76,939 --------- --------- Cash and due from banks at the end of the period $ 103,016 $ 67,483 --------- --------- SUPPLEMENTAL DISCLOSURE Cash paid during the period for interest $ 10,636 $ 8,543 ========= ========= Cash paid during the period for income taxes $ 23 $ -- ========= ========= </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 unaudited 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, 1997, the date of the most recent annual report. Certain amounts in the 1997 financial statements have been reclassified to conform to the 1998 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 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 and intangible assets of Express Financial Corporation were transferred to the purchaser in January and February 1997. The purchaser did not assume any liabilities of Express Financial Corporation. 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. In March 1998, the first additional payment from the sale of $243 was received. The final payment is due in January 1999. The following assets and liabilities of Express Financial Corporation are included in the Company's consolidated balance sheet: <TABLE> <CAPTION> MARCH 31, --------------------------- DECEMBER 31, 1998 1997 1997 ------------ ------------ ------------ <S> <C> <C> <C> Cash and due from BancFirst $ 1,077 $ 2,281 $ 2,290 Interest-bearing deposit with BancFirst 3,684 3,674 3,674 Securities held for investment 2,261 786 508 Premises and equipment, net 5 167 6 Intangible assets, net -- -- -- Receivables from money order sales, net -- 261 283 Other assets 3 11 9 ------------ ------------ ------------ Total assets $ 7,030 $ 7,180 $ 6,770 ============ ============ ============ Outstanding money orders $ 1,669 $ 2,008 $ 1,693 Other liabilities -- 5 16 ------------ ------------ ------------ Total liabilities $ 1,669 $ 2,013 $ 1,709 ------------ ------------ ------------ </TABLE> 5
In March 1998, BancFirst completed the purchase 13 branches from NationsBank, N.A and concurrently sold three of the branches to another Oklahoma financial institution. The purchase and sale resulted in BancFirst purchasing loans and other assets of approximately $32,800, assuming deposits of approximately $132,100 and paying a premium on deposits of approximately $9,100. The transaction was accounted for as a purchase. Accordingly, the effects of the purchase are included in the Company's consolidated financial statements from the date of the purchase forward. In April 1998, BancFirst entered into agreements to sell four additional branches to other Oklahoma financial institutions on substantially the same terms as BancFirst's purchase of the branches from NationsBank, N.A. These branches have loans and other assets of approximately $11,000 and deposits of approximately $59,100. The sales of these branches are expected to be completed in June and July of 1998. In May 1998, the Company completed a merger with Lawton Security Bancshares, Inc. ("Lawton Security Bancshares"), which had approximately $92,000 in total assets. The merger was effected through the exchange of 414,790 shares of BancFirst Corporation common stock for all of the Lawton Security Bancshares common stock outstanding, and will be accounted for as a pooling of interests. Accordingly, for periods reported subsequent to the completion of the merger, the consolidated accounts of Lawton Security Bancshares will be combined with the accounts of the Company and will be included in the Company's consolidated financial statements for all periods presented. In May 1998, the Company entered into a merger agreement with AmQuest Financial Corp. ("AmQuest") of Duncan, Oklahoma. The merger is expected to be completed in September 1998 and would be effected through the exchange of a maximum of 2,625,000 shares of BancFirst Corporation common stock for all of the AmQuest common stock outstanding, with AmQuest being merged into the Company. AmQuest has approximately $568,000 in total assets and operates two subsidiary banks, AmQuest Bank, N.A. and Exchange National Bank & Trust Company. The merger is subject to shareholder and regulatory approvals and will be accounted for as a pooling of interests. Accordingly, for periods reported subsequent to the completion of the merger, the consolidated accounts of AmQuest will be combined with the accounts of the Company and will be included in the Company's consolidated financial statements for all periods presented. (3) SECURITIES The table below summarizes securities held for investment and securities available for sale. <TABLE> <CAPTION> MARCH 31, --------------------------- DECEMBER 31, 1998 1997 1997 ------------ ------------ ------------ <S> <C> <C> <C> Held for investment, at cost (market value: $40,273, $32,527 and $38,705, respectively) $ 39,509 $ 32,302 $ 38,035 Available for sale, at market value 357,402 270,458 272,308 ------------ ------------ ------------ Total securities $ 396,911 $ 302,760 $ 310,343 ============ ============ ============ </TABLE> (4) COMPREHENSIVE INCOME The Company adopted Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive Income" effective January 1, 1998. This Statement establishes standards for reporting and display of comprehensive income and its components (revenues, expenses, gains and losses) in a full set of general- purpose financial statements. The only component of comprehensive income reported by the Company is the unrealized gain or loss on securities available for sale. The amount of this unrealized gain or loss, net of tax, has been presented in the statement of income for each period as a component of other comprehensive income. Below is a summary of the tax effects of this unrealized gain or loss. 6
<TABLE> <CAPTION> THREE MONTHS ENDED MARCH 31, --------------------------- 1998 1997 ------------ ------------ <S> <C> <C> Unrealized gain (loss) during the period: Before-tax amount $ 254 $ (1,581) Tax expense (70) 521 ------------ ------------ Net-of-tax amount $ 184 $ (1,060) ============ ============ </TABLE> The amount of unrealized gain or loss included in accumulated other comprehensive income is summarized below. <TABLE> <CAPTION> THREE MONTHS ENDED MARCH 31, --------------------------- 1998 1997 ------------ ------------ <S> <C> <C> Unrealized gain (loss) on securities: Beginning balance $ 1,549 $ 736 Current period change 184 (1,060) ------------ ------------ Ending balance $ 1,733 $ (324) ============ ============ </TABLE> (5) NET INCOME PER COMMON SHARE Basic and diluted net income per common share are calculated as follows: <TABLE> <CAPTION> INCOME SHARES PER SHARE (NUMERATOR) (DENOMINATOR) AMOUNT -------------- ----------------- ------------ <S> <C> <C> <C> THREE MONTHS ENDED MARCH 31, 1998 --------------------------------- BASIC: Income available to common stockholders $ 3,970 6,355,273 $ 0.62 ============ Effect of stock options -- 216,809 -------------- ----------------- DILUTED: Income available to common stockholders plus assumed exercises of stock options $ 3,970 6,572,082 $ 0.60 ============== ================= ============ THREE MONTHS ENDED MARCH 31, 1997 --------------------------------- BASIC: Income available to common stockholders $ 3,761 6,360,359 $ 0.59 ============ Effect of stock options -- 277,003 -------------- ----------------- DILUTED: Income available to common stockholders plus assumed exercises of stock options $ 3,761 6,637,362 $ 0.57 ============== ================= ============ </TABLE> 7
Below is the number and average exercise prices of options that were excluded from the computation of diluted net income per share for each year because the options' exercise prices were greater than the average market price of the common shares. <TABLE> <CAPTION> AVERAGE EXERCISE SHARES PRICE ------------ ----------- <S> <C> <C> Three Months Ended March 31, 1998 10,000 $ 40.00 Three Months Ended March 31, 1997 7,500 $ 29.25 </TABLE> (6) STOCK REPURCHASE PROGRAM In April 1998, the Company terminated its Stock Repurchase Program. No repurchases were made under the program during 1998. 8
BANCFIRST CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS SUMMARY The Company reported net income of $3.97 million for the quarter ended March 31, 1998, compared to net income of $3.76 million for the same quarter of 1997. Diluted net income per share was $0.60 for the first quarter of 1998, compared to $0.57 per share for the first quarter of 1997. Total assets were $1.53 billion, an increase of $187 million from December 31, 1997 and $281 million from March 31, 1997. The growth since year-end 1997 and the first quarter of 1997 was due to the acquisition of ten branches from NationsBank, N.A. and internal growth. Stockholders' equity rose to $126 million, an increase of $3.56 million compared to December 31, 1997 and $13.5 million compared to March 31, 1997. RESULTS OF OPERATIONS Net interest income increased for the first quarter of 1998 by $1.54 million, or 11.1%, as compared to the same quarter of 1997, primarily as a result of earning asset growth. Net interest spread was 4.22% for the quarter compared to 4.30% for the first quarter of 1997, while average net earning assets increased $25.4 million, or 11.7%. Net interest margin on a taxable equivalent basis was 5.09% for the first quarter, compared to 5.18% for the same quarter of 1997. The Company provided $577,000 for possible loan losses for the quarter, compared to $96,000 for the first quarter of 1997, reflecting higher net charge-offs and loan growth in 1998. Net loan charge-offs were $453,000 for the first quarter of 1998, compared to $115,000 for the first quarter of 1997. The net charge-offs in 1998 represent an annualized rate of 0.20% of total loans, compared to a rate of 0.06% for the same quarter of 1997. While net charge-offs increased in the first quarter over recent periods, asset quality remains high. Noninterest income increased $569,000, or 14.9%, compared to the first quarter of 1997 due to higher service charges on deposits and other income, such as trust fees and income from the origination and sale of residential mortgages. Noninterest expense increased $1.36 million, or 11.8%, due largely to increased staffing and other costs of expanding the Company's management and operational infrastructure. Income tax expense increased $60,000 compared to the first three months of 1997. The effective tax rate on income before taxes was 37%, down slightly from 38% in 1997. FINANCIAL POSITION Total securities increased $86.6 million compared to December 31, 1997 and $94.2 million compared to March 31, 1997, primarily due to cash received for the assumption of net liabilities for the branches acquired from NationsBank, N.A. The net unrealized gain on securities available for sale was $2.67 million at the end of the first quarter of 1998, compared to a gain of $2.41 million at December 31 and a loss of $469,000 at March 31, 1997. The average taxable equivalent yield on the securities portfolio for the first quarter increased to 6.48% from 6.45% for the same quarter of 1997. Total loans increased $68.9 million from December 31, 1997 and $143 million from March 31, 1997, due to $30 million of loans acquired with the NationsBank branches and internal growth. The allowance for possible loan losses increased $415,000 from year-end 1997 and $774,000 from the first quarter of 1997. The allowance as a percentage of total loans was 1.37%, 1.43% and 1.55% at March 31, 1998, December 31, 1997 and March 31, 1997, respectively. The allowance to nonperforming and restructured loans ratios at the same dates were 260.60%, 248.01% and 216.90%, respectively. Nonperforming and restructured assets totaled $5.69 million, compared to $6.04 million at year-end 1997 and 9
$5.9 million at March 31, 1997. Although the ratio of nonperforming and restructured assets to total assets is only 0.37%, it is reasonable to expect nonperforming loans and loan losses to rise over several years to historical norms as a result of economic and credit cycles. Total deposits increased $183 million as compared to December 31, 1997 and $261 million compared to March 31, 1997. The increases reflect the acquisition of the NationsBank branches, which added approximately $132 million in deposits, and internal growth. The Company's deposit base continues to be comprised substantially of core deposits, with large denomination certificates of deposit being only 12.6% of total deposits at March 31, 1998. Short-term borrowings decreased $955,000 from December 31, 1997 and increased $3.77 million from March 31, 1997. Fluctuations in short-term borrowings are a function of liquidity needs and customer demand for repurchase agreements. Long-term borrowings decreased $27,000 from year-end 1997, and increased $437,000 from the third quarter of 1997 due to principal payments in 1998 and additional Federal Home Loan Bank borrowings during 1997. Stockholders' equity rose to $126 million from $123 million at year-end 1997 and $113 million at March 31, 1997. These increases were primarily the result of accumulated earnings. In April 1998, the Company terminated its Stock Repurchase Program. No repurchases were made under the program during 1998. Average stockholders' equity to average assets for the quarter was 8.96%, compared to 9.14% for the same quarter of 1997. The Company's leverage ratio and total risk-based capital ratio were 8.43% and 14.94%, respectively, at March 31, 1998, well in excess of the regulatory minimums. 10
BANCFIRST CORPORATION SELECTED CONSOLIDATED FINANCIAL STATISTICS (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) <TABLE> <CAPTION> THREE MONTHS ENDED MARCH 31, --------------------------- 1998 1997 PERFORMANCE STATISTICS ----------- ------------ <S> <C> <C> Net income per share - basic $ 0.62 $ 0.59 Net income per share - diluted 0.60 0.57 Cash dividends per share 0.12 0.10 Return on average assets 1.15% 1.23% Return on average stockholders' equity 12.83 13.51 Efficiency ratio 65.08 65.16 </TABLE> <TABLE> <CAPTION> MARCH 31, DECEMBER 31, -------------------------- BALANCE SHEET AND ASSET QUALITY 1998 1997 1997 STATISTICS ----------- ----------- ------------ <S> <C> <C> <C> Book value per share $ 19.88 $ 17.82 $ 19.37 Tangible book value per share 16.37 15.63 17.40 Average loans to deposits (year-to-date) 72.32% 70.59% 71.47% Nonperforming and restructured assets to total assets 0.37 0.44 0.45 Allowance for possible loan losses to total loans 1.37 1.55 1.43 Allowance for possible loan losses to nonperforming and restructured loans 260.60 216.90 248.01 </TABLE> <TABLE> <CAPTION> THREE MONTHS ENDED MARCH 31, -------------------------------------------------------- 1998 1997 ------------------------- --------------------------- AVERAGE AVERAGE CONSOLIDATED AVERAGE BALANCE SHEETS AVERAGE YIELD/ AVERAGE YIELD/ AND INTEREST MARGIN ANALYSIS BALANCE RATE BALANCE RATE TAXABLE EQUIVALENT BASIS ----------- ----------- ----------- ------------ <S> <C> <C> <C> <C> Earning assets: Loans $ 884,580 9.61% $ 769,296 9.60% Securities 327,249 6.48 298,672 6.45 Federal funds sold 33,576 6.00 28,183 5.31 ----------- ----------- Total earning assets 1,245,405 8.69 1,096,151 8.61 ----------- ----------- Nonearning assets: Cash and due from banks 87,599 75,482 Interest recievable and other assets 79,918 75,671 Allowance for possible loan losses (12,389) (11,937) ----------- ----------- Total nonearning assets 155,128 139,216 ----------- ----------- Total assets $ 1,400,534 $ 1,235,367 =========== =========== Interest-bearing liabilities: Interest-bearing deposits $ 959,358 4.31% $ 854,642 4.17% Short-term borrowings 11,419 5.44 2,131 4.00 Long-term borrowings 7,037 6.14 6,625 5.88 9.65% Capital Securities 25,000 9.96 15,602 9.70 ----------- ----------- Total interest-bearing liabilities 1,002,814 4.48 879,000 4.31 ----------- ----------- Interest-free funds: Noninterest-bearing deposits 263,836 235,162 Interest payable and other liabilities 8,383 8,316 Stockholders' equity 125,501 112,889 ----------- ----------- Total interest-free funds 397,720 356,367 ----------- ----------- Total liabilities and stockholders' equity $ 1,400,534 $ 1,235,367 =========== =========== Net interest spread 4.22% 4.30% =========== ============ Net interest margin 5.09% 5.15% =========== ============ </TABLE> 11
PART II OTHER INFORMATION ITEM 5. OTHER INFORMATION. In May 1998, the Company entered into a merger agreement with AmQuest Financial Corp. ("AmQuest") of Duncan, Oklahoma. The merger is expected to be completed in September 1998 and would be effected through the exchange of a maximum of 2,625,000 shares of BancFirst Corporation common stock for all of the AmQuest common stock outstanding. The authorized common stock of the Company would be increased and the shares for the exchange would be issued from the authorized and unissued shares of the Company. AmQuest would be merged into BancFirst Corporation, which would be the surviving company. A Form S-4 Registration Statement would be filed to register the transaction. In addition, the merger agreement requires that a Form S-8 Registration Statement be filed subsequent to the merger to allow certain shareholders who will be affiliates of the Company to sell in the public markets the Company common stock that they receive in the exchange. The terms of the merger were negotiated through AmQuest's financial advisor and with AmQuest's senior management and principal stockholders. During the negotiations, the Company's management considered a number of factors relating to AmQuest, including its historical and projected earnings, its asset quality, fair values of certain of its assets, its level of capital, and potential efficiencies that might be achieved after the merger. AmQuest has approximately $568,000 in total assets and operates two subsidiary banks, AmQuest Bank, N.A. and Exchange National Bank & Trust Company. These AmQuest subsidiaries would become wholly-owned subsidiaries of BancFirst Corporation. The merger is subject to shareholder and regulatory approvals and will be accounted for as a pooling of interests. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. (a) Exhibits <TABLE> <CAPTION> EXHIBIT NUMBER EXHIBIT -------- ---------------------------------------------------------------------------- <S> <C> 2.1 Purchase and Assumption Agreement between NationsBank, N.A. and BancFirst dated September 26, 1997 (filed as exhibit 2.4 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1997 and incorporated herein by reference). 2.2* Merger Agreement dated May 6, 1998 between BancFirst Corporation and AmQuest Financial Corp. 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). 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.) </TABLE> 12
<TABLE> <CAPTION> EXHIBIT NUMBER EXHIBIT -------- ---------------------------------------------------------------------------- <S> <C> 27.1* Financial Data Schedule. ---------------------------------------------------------------------------------------- *Filed herewith </TABLE> (b) No reports on Form 8-K have been filed by the Company during the quarter ended March 31, 1998. 13
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 May 15, 1998 /s/Randy P. Foraker ------------ -------------------------------------- (Signature) Randy P. Foraker Senior Vice President and Controller; Assistant Secretary/Treasurer (Principal Accounting Officer) 14