(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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
only (as permitted by Rule 14
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
BOK FINANCIAL CORPORATION
-----------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
N/A (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 0-12.
(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 or 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);
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] 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:
March 29, 2002
To Each Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders
of BOK Financial Corporation which will be held this year in the Tulsa Room on
the ninth floor of the Bank of Oklahoma Tower, One Williams Center, Tulsa,
Oklahoma on Tuesday, April 30, 2002, at 11:00 a.m. local time. Accompanying this
letter is the formal Notice of the meeting and proxy material.
Also enclosed is our Annual Report to Shareholders, covering the fiscal
year ended December 31, 2001.
We look forward to seeing you at the meeting.
Sincerely,
/s/ George B. Kaiser
------------------------------------------
George B. Kaiser, Chairman of the
Board of Directors
/s/ Stanley A. Lybarger
------------------------------------------
Stanley A. Lybarger, President and
Chief Executive Officer
IF YOU PLAN TO ATTEND THE 2002 ANNUAL MEETING OF SHAREHOLDERS OF BOK
FINANCIAL CORPORATION, PLEASE TAKE NOTE OF THE FOLLOWING: DUE TO SECURITY
MEASURES IN PLACE AT THE BANK OF OKLAHOMA TOWER, IT WILL BE NECESSARY FOR YOU TO
CHECK IN AT THE WILLIAMS SECURITY DESK ON THE PLAZA LEVEL OF THE TOWER. YOU WILL
BE REQUIRED TO SURRENDER YOUR DRIVER'S LICENSE IN EXCHANGE FOR A VISITOR PASS.
YOUR DRIVER'S LICENSE WILL BE RETURNED TO YOU WHEN YOU DEPART THE BUILDING AND
RETURN THE VISITOR PASS.
BOK Financial Corporation
Bank of Oklahoma Tower
Tulsa, Oklahoma 74172
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be held on April 30, 2002
To Each Shareholder:
Notice is hereby given that the Annual Meeting of Shareholders of BOK
Financial Corporation, an Oklahoma corporation, will be held in the Tulsa Room
on the ninth floor of the Bank of Oklahoma Tower, One Williams Center, Tulsa,
Oklahoma on Tuesday, April 30, 2002, at 11:00 a.m. local time, for the following
purposes:
1. To fix the number of directors to be elected at twenty-four (24) and
to elect twenty-four (24) persons as directors for a term of one year
or until their successors have been elected and qualified; and,
2. To transact such other business as may properly be brought before the
Annual Meeting or any adjournment or adjournments thereof.
The meeting may be adjourned from time to time and, at any reconvened
meeting, action with respect to the matters specified in this notice may be
taken without further notice to shareholders unless required by the Bylaws.
The holders of Common Stock of record at the close of business on March
15, 2002 shall be entitled to receive notice of, and to vote at, the Annual
Meeting.
We hope that you will be able to attend this meeting, but all
shareholders, whether or not they expect to attend the meeting, are requested to
complete, date and sign the enclosed proxy and return it in the enclosed
envelope as promptly as possible. You may revoke your proxy at any time before
the meeting (i) by delivering a written revocation or (ii) by attending the
meeting and voting in person.
BY ORDER OF THE BOARD OF DIRECTORS
Frederic Dorwart, Secretary
DATE: March 29, 2002
ALL of the shareholders are cordially invited to attend the meeting. Please
complete, date, sign and return the enclosed proxy as promptly as possible,
whether or not you plan to attend the meeting in person. If you do attend the
meeting, you may then vote in person even if you have returned the proxy.
BOK FINANCIAL CORPORATION
PROXY STATEMENT
BOK FINANCIAL CORPORATION
Bank of Oklahoma Tower
Tulsa, Oklahoma 74172
ANNUAL MEETING OF SHAREHOLDERS
April 30, 2002
This Proxy Statement is furnished in connection with the Annual Meeting
of Shareholders of BOK Financial Corporation (herein sometimes called "BOK
Financial", "BOKF" or the "Company") to be held on Tuesday, April 30, 2002, at
11:00 a.m. local time in the Tulsa Room on the ninth floor of the Bank of
Oklahoma Tower, One Williams Center, Tulsa, Oklahoma. This Proxy Statement will
be mailed on or about March 29, 2002 to holders of record of Common Stock as of
the close of business on March 15, 2002.
The enclosed proxy for the Annual Meeting of Shareholders is being
solicited by the Company's Board of Directors and is revocable at any time prior
to the exercise of the powers conferred thereby. The cost of soliciting the
proxies in the enclosed form will be borne by the Company. In addition to the
use of the mails, proxies may be solicited by personal interview, telephone and
telegraph, and by banks, brokerage houses and other institutions. Nominees or
fiduciaries will be requested to forward the solicitation material to their
principals and to obtain authorization for the execution of proxies. The Company
may, upon request, reimburse banks, brokerage houses and other institutions,
nominees and fiduciaries for their expenses in forwarding proxy materials to
their principals.
Unless otherwise directed in the accompanying form of proxy, the
persons named in the proxy will vote FOR the election of the twenty-four (24)
director nominees. As to any other business which may properly come before the
meeting, they will vote in accordance with their best judgment. The Company does
not presently know of any other such business.
ANNUAL REPORT
The Company's Annual Report to Shareholders, covering the fiscal year
ended December 31, 2001, including audited financial statements, is enclosed. No
parts of the Annual Report are incorporated in this Proxy Statement or are
deemed to be a part of the material for the solicitation of proxies.
VOTING SECURITIES AND REQUIRED VOTE
The Board of Directors of the Company has fixed the close of business
on March 15, 2002 as the record date for the determination of shareholders
entitled to notice of and to vote at the Annual Meeting. On February 28, 2002,
the Company had outstanding approximately 51,286,073 shares of Common Stock
entitled to vote. Each outstanding share of Common Stock entitles the holder to
one vote. The presence in person or by proxy of the holders of one-third of the
outstanding shares of Common Stock is necessary to constitute a quorum at the
Annual Meeting. The vote of a majority of the shares present at the meeting, in
person or by proxy, is necessary to elect directors. George B. Kaiser (herein
sometimes called "Kaiser") currently owns approximately 70.8% of the outstanding
Common Stock and plans to vote in person at the meeting.
ELECTION OF DIRECTORS
Twenty-four (24) persons have been nominated for election to the Board
of Directors to serve until the next Annual Meeting or until their successors
are elected and have been qualified. The twenty-four (24) nominees consist of
twenty-three (23) persons currently serving as directors of the Company and one
(1) new nominee. If at the time of the Annual Meeting any of the nominees is
unwilling or unable to serve, all proxies received will be voted in favor of the
remainder of those nominated and for such substitute nominees, if any, as shall
be designated by the Board and nominated by any of the proxies named in the
enclosed proxy form. Management is unaware of any nominee who will decline or be
unable to serve.
There are no family relationships by blood, marriage or adoption
between any director or executive officer of the Company and any other director
or executive officer of the Company.
Certain information concerning the nominees to the Board of Directors
of the Company is set forth below based on information supplied by the nominees.
All information is as of March 1, 2002. All references in this Proxy Statement
to "BOk" or the "Bank" shall mean Bank of Oklahoma, National Association, the
principal bank subsidiary of BOK Financial Corporation.
Principal Occupation, Business First Year
Experience During Last 5 Years, and Became A
Name Age Directorships of Other Public Companies Director
------------------------ ----- ------------------------------------------------------------ ----------
C. Fred Ball, Jr. 57 Chairman and Chief Executive Officer of BOK Financial's 1999
subsidiary, Bank of Texas, NA; responsible for all banking
activities in the State of Texas for BOKF; previously, Mr.
Ball served as Executive Vice President of Comerica
Bank-Texas and later President of Comerica Securities, Inc.
where he was employed from 1991 until joining Bank of
Texas in 1997.
Sharon J. Bell 50 Attorney and Managing Partner, Rogers and Bell (Tulsa, 1993
Oklahoma); Trustee and General Counsel, Chapman - McFarlin
Interests; formerly a Director and President of Red River
Oil Company (oil and gas exploration and development).
Peter C. Boylan, III 38 Co-President, Co-Chief Operating Officer, Member of the 2000
Office of the Chief Executive Officer, and Director of
Gemstar-TV Guide International, Inc. Prior to the merger of
Gemstar Development Limited and TV Guide, Inc., in 2000,
Mr. Boylan served as President, Member of the Office of the
Chairman, and Director of TV Guide, Inc. TV Guide, Inc.
was formed in 1999 when United Video Satellite Group, Inc.
aquired TV Guide Magazine. Mr. Boylan had served as
President, Chief Operating Officer, Member of Executive
Committee, and Director of United Video Satellite Group,
Inc.
Joseph E. Cappy 67 Chairman, President and Chief Executive Officer of Dollar 2001
Thrifty Automotive Group; former Vice President of
DaimlerChrysler Corporation beginning in August 1987 with
responsibility for rental car operations from June, 1993
until December, 1997. Formerly, President, Chief Executive
Officer and Director of American Motors Corporation and
General Marketing Manager of Ford Motor Company's
Lincoln-Mercury Division.
Luke R. Corbett 55 Chairman and Chief Executive Officer of Kerr-McGee 1999
Corporation. Mr. Corbett was formerly President and Chief
Operating Officer of Kerr-McGee Corporation.
William E. Durrett 71 Senior Chairman of the Board and Director of American 1991
Fidelity Corporation (insurance holding company), and
American Fidelity Assurance Company (a registered
investment advisor). Mr. Durrett is also a director of
Oklahoma Gas & Electric Company and Past Chairman of the
Board of Integris Health.
James O. Goodwin 62 Chief Executive Officer, The Oklahoma Eagle Publishing Co.; 1995
Sole Proprietor, Goodwin & Goodwin Law Firm (Tulsa,
Oklahoma).
V. Burns Hargis 56 Vice Chairman, BOK Financial and BOk and Director of BOSC, 1993
Inc.; formerly, Attorney and Shareholder of the law firm
of McAfee & Taft (Oklahoma City, Oklahoma).
Howard E. Janzen 48 Chairman, President and Chief Executive Officer, Williams 1998
Communications Group, Inc.
E. Carey Jouillan, IV 41 President and Chief Executive Officer of Mustang Fuel 1995
Corporation and Subsidiaries; President and Manager,
Joullian & Co., L.C.
George B. Kaiser 59 Chairman of the Board of BOK Financial and BOk; President 1990
and principal owner of Kaiser-Francis Oil Company, an
independent oil and gas exploration and production company,
and Fountains Continuum of Care, Inc., which holds
interests in senior housing communities.
David L. Kyle 49 Chairman, President, Chief Executive Officer and Director 2001
of ONEOK, Inc.; formerly, President and Chief Operating
Officer of ONG Transmission Company and Oklahoma Natural
Gas Company; Director, American Gas Association and
Southern Gas Association.
Robert J. LaFortune 75 Self-employed in the investment and management of personal 1993
financial holdings. Mr. LaFortune is also a director of
Apco Argentina, Inc.
Philip c. Lauinger, Jr. 66 Chairman and Chief Executive Officer of Lauinger Publishing 1991
Company (investment and advisory services to business
publishing industry); previously, Chairman of the Board and
Chief Executive Officer of PennWell Corporation (privately
held business magazine and information company).
John C. Lopez 62 Chairman, Chief Executive Officer and Controlling Owner of 1999
Lopez Foods, Inc. (processor of meat products for
McDonald's and Wal-Mart).
Stanley C. Lybarger 52 President and Chief Executive Officer of BOK Financial and 1991
BOk; previously President of BOk Oklahoma City Regional
Office and Executive Vice President of
BOk with responsibility for corporate
banking.
Steven J. Malcom 53 President and Chief Operating Officer of Williams, Inc.; Nominee
formerly, President and Chief Executive Officer of Williams
Energy Services after serving as senior vice president and
general manager of Midstream Gas and Liquids for Williams
Energy Services.
Frank A. McPherson 68 Retired Chairman of the Board and Chief Executive Officer 1996
of Kerr-McGee Corporation (1983-1997); Member, Board of
Directors of Kimberly-Clark Corporation, Conoco Inc.,
Tri-Continental Corporation, Seligman Quality Fund, Inc.,
Seligman Select Municipal Fund, Inc., and Seligman Group of
Mutual Funds. Mr. McPherson is also a former director of
the Federal Reserve Bank of Kansas City.
Steven E. Moore 55 Chairman, President and Chief Executive Officer of OGE 1998
Energy Corp. which is the holding company for OG&E Electric
Services, Enogex Inc. and Origen, Inc.; Director, Oklahoma
City Chamber of Commerce, Oklahoma State Chamber of
Commerce, and Edison Electric Institute.
J. Larry Nichols 59 Chairman of the Board, President and Chief Executive 1997
Officer Devon Energy Corporation; Director, Independent
Petroleum Association of America; Director, National Gas
and Supply Association; Director, Domestic Petroleum
Counsel; Director and Regional Chairman, Business Industry
Political Action Committee; Director, National Petroleum
Council; Director, National Association of Manufacturers;
Director, Smedvig asa; Board of Governors, American Stock
Exchange, L.L.C.
Robert L. Parker, Sr. 78 Chairman and Director, Parker Drilling Co. (oil and gas 1991
drilling contractor); Director, Clayton Williams Energy,
Inc. and Norwest Bank of Texas-Kerrville.
James A. Robinson 73 Self-employed in the investment and management of personal 1993
financial holdings; formerly engaged in the practice of law,
general counsel for BOk, and banking.
L. Francis Rooney, III 48 Chairman of the Board and Chief Executive Officer, 1995
Manhattan Construction Company.
Scott F. Zarrow 44 President of Foreman Investment Capital, L.L.C., a 2001
Tulsa-based private equity firm. Mr. Zarrow previously
served as Senior Vice President for Sooner Pipe and Supply
Corporation and held numerous executive
positions with its subsidiaries.
Security Ownership of Certain Beneficial Owners and Management
As of February 28, 2002, the Company had 51,286,073 shares of Common
Stock, $0.00006 par value, issued and outstanding. George B. Kaiser is the only
shareholder known by BOK Financial to be the beneficial owner of more than five
percent (5%) of its outstanding Common Stock. The following table sets forth, as
of February 28, 2002, the beneficial ownership of Common Stock of BOK Financial,
by each director and nominee, the chief executive officer (Mr. Lybarger) and the
four other executive officers named in the Summary Compensation Table appearing
at page 14 below, and, as a group, all of such persons and other executive
officers not named in the table.
--------------------------------------------------------------------------------
Name of Beneficial Owner Amount and Nature of (1) Percent of Class (2)
------------------------ ------------------------ --------------------
Beneficial Ownership
------------------------------------------------
C. Fred Ball, Jr. 49,686 (3) *
Sharon J. Bell 77,704 (4) *
Peter C. Boylan, III 902 *
Joseph E. Cappy 1,165 *
Luke R. Corbett 1,156 *
William E. Durrett 129,403 (5) *
Paul M. Elvir 22,949 (6) *
James O. Goodwin 2,277 *
V. Burns Hargis 26,430 (7) *
Howard E. Janzen 1,236 *
E. Carey Joullian, IV 7,563 (8) *
George B. Kaiser 40,786,296 (9) 70.8 %
David L. Kyle 1,165 *
Robert J. LaFortune 146,735 *
Philip C. Lauinger, Jr. 3,299 (10) *
John C. Lopez 1,963 *
Stanley A. Lybarger 253,271 (11)(12) *
Steven J. Malcolm 0 *
Frank A. McPherson 3,384 *
Steven E. Moore 1,327 *
J. Larry Nichols 1,651 *
Robert L. Parker, Sr. 10,746 (13) *
W. Jeffrey Pickryl 27,772 (14) *
James A. Robinson 36,021 *
L. Francis Rooney, III 731,486 (15) 1.4 %
Scott F. Zarrow 3,914 (16) *
All directors, nominees and
executive officers as a group
(26 persons 42,329,501 73.2 %
including the above)
*Less than one percent (1%)
--------------------------------------------------------------------------------
(1) Except as otherwise indicated, all shares are beneficially owned and the
sole investment and voting power is held by the person named.
(2) All percentages are rounded to the nearest tenth, and are based upon the
number of shares outstanding as of the date set forth above. For purposes
of computing the percentage of the outstanding shares owned by the persons
described in the table, any shares such persons are deemed to own by having
a right to acquire such shares by exercise of an option are included, but
shares acquirable by other persons by the exercise of stock options are not
included.
(3) Includes options to purchase 14,470 shares and excludes options to purchase
14,471shares of BOKF common stock granted pursuant to the 1997 Awards under
the BOKF 1997 Stock Option Plan; includes options to purchase 11,822 shares
and excludes options to purchase 15,761 shares of BOKF common stock granted
pursuant to 1998 Awards under the 1997 Stock Option Plan; includes options
to purchase 7,358 and excludes options to purchase 18,392 shares of BOKF
common stock granted pursuant to the 1999 Awards under the 1997 Stock
Option Plan; includes options to purchase 4,415 shares and excludes options
to purchase 26,485 shares of BOKF common stock granted pursuant to the 2000
Awards under the 2000 Stock Option Plan; excludes options to purchase
34,824 shares of BOKF common stock pursuant to the 2001 Awards under the
BOKF 2001 Stock Option Plan; includes 2,649 shares held in BOk Thrift Plan.
(4) Includes 2,556 shares owned by spouse. Also includes (i) 16,876 shares
owned by the J. A. Chapman and Leta M. Chapman Trust (1949), of which Ms.
Bell is individual trustee, and (ii) 19,520 shares owned by the Leta
McFarlin Chapman Memorial Trust (1974), of which Ms. Bell is co-trustee.
(5) Includes 122,085 shares indirectly owned by American Fidelity Assurance
Company, 1,028 shares indirectly owned by CPROP, INC., 184 shares
indirectly owned by CELP, and 1,442 shares indirectly owned by CAMCO.
(6) Includes options to purchase 7,235 shares and excludes 7,236 shares of BOKF
common stock granted pursuant to the 1997 Awards under the BOKF 1997 Stock
Option Plan; includes options to purchase 6,365 shares and excludes 8,488
shares of BOKF common stock granted pursuant to the 1998 Awards under the
BOKF 1997 Stock Option Plan; includes options to purchase 2,943 shares and
excludes 7,357 shares of BOKF common stock granted pursuant to the 1999
Awards under the BOKF 1997 Stock Option Plan; includes options to purchase
1,913 shares and excludes 11,477 shares of BOKF common stock granted
pursuant to the 2000 Awards under the BOKF 2000 Stock Option Plan; excludes
options to purchase 14,412 shares of BOKF common stock pursuant to the 2001
Awards under the BOKF 2001 Stock Option Plan; includes 2,081 shares held in
BOk Thrift Plan.
(7) Includes options to purchase 9,366 shares and excludes 9,366 shares of BOKF
common stock granted pursuant to the 1997 Awards under the BOKF 1997 Stock
Option Plan; includes options to purchase 8,184 shares and excludes options
to purchase 10,912shares of BOKF common stock granted pursuant to the 1998
Awards under the BOKF 1997 Stock Option Plan; includes options to purchase
4,414 and excludes options to purchase 11,036 shares of BOKF common stock
granted pursuant to 1999 Awards under the BOKF 1997 Stock Option Plan;
includes options to purchase 2,207 shares and excludes options to purchase
13,243 shares of BOKF common stock granted pursuant to 2000 Awards under
the BOKF 2000 Stock Option Plan; excludes options to purchase 17,123 shares
of BOKF common stock granted pursuant to 2001 Awards under the BOKF 2001
Stock Option Plan; includes 666 shares held in the BOk Thrift Plan.
(8) Includes 2,452 shares owned by Joullian & Co., Inc. Also includes 546
shares indirectly owned as trustee for E.C. Joullian V; 546 shares
indirectly owned as trustee for Laura L. Joullian and 546 shares indirectly
owned as trustee for Ann P. Joullian.
(9) Mr. Kaiser's address is P. O. Box 21468, Tulsa, OK 74121-1468. Includes
6,319,424 shares which Mr. Kaiser may acquire through conversion of
249,490,880 shares of BOK Financial Series A Preferred Stock. Shares of
Series A Preferred Stock may be converted to Common Stock at any time at
the option of the holder, at a ratio of 1 share of Common Stock for each
39.48 shares of Series A Preferred Stock which has been adjusted to account
for the two for one stock split which was issued February 22, 1999 and also
gives effect to the 1 for 100 reverse stock split of Common Stock effected
December 17, 1991 and the November 18, 1993, November 17, 1994, November
27, 1995, November 27, 1996, November 26, 1997, November 25, 1998, October
18, 1999 and May 18, 2001 BOKF 3% Common Stock Dividends payable by the
issuance of BOKF Common Stock.
(10) Includes 138 shares indirectly owned by Mr. Lauinger and Claire F.
Lauinger.
(11) Includes 3,733 shares indirectly owned by Mr. Lybarger as Custodian for one
minor daughter under the Uniform Gifts to Minors Act. Mr. Lybarger
disclaims ownership of these 3,733 shares; includes 21,640 shares
indirectly owned by Marcia Lybarger, Living Trust; includes 7,088 shares
indirectly owned by Stanley A. Lybarger, IRA; includes 2,191 shares held in
the BOk Thrift Plan.
(12) Includes options to purchase 7,239 shares of BOKF Common Stock pursuant to
1992 Awards under the BOKF 1992 Stock Option Plan; includes options to
purchase 14,478 shares of BOKF Common Stock pursuant to 1993 Awards under
the BOKF 1993 Stock Option Plan; includes options to purchase 25,587 shares
of BOKF Common Stock granted pursuant to 1994 Awards under the BOKF 1994
Stock Option Plan; includes options to purchase 24,841 shares and excludes
options to purchase 8,281 shares granted pursuant to the 1995 Awards under
the BOKF 1994 Stock Option Plan; includes options to purchase 24,841 shares
and excludes options to purchase 16,561 shares granted pursuant to the 1996
Awards under the BOKF 1994 Stock Option Plan; includes options to purchase
24,117 shares and excludes options to purchase 24,118 shares granted
pursuant to the 1997 Awards under the BOKF 1997 Stock Option Plan; includes
options to purchase 22,735 shares and excludes options to purchase 30,310
shares of BOKF common stock granted pursuant to the 1998 Awards under the
1997 Stock Option Plan; includes options to purchase 14,716 shares of BOKF
common stock and excludes options to purchase 36,784 shares of BOKF common
stock pursuant to the 1999 Awards under the 1997 Stock Option Plan;
includes options to purchase 7,359 shares and excludes options to purchase
44,141 shares of BOKF common stock pursuant to the 2000 Awards under the
BOKF 2000 Stock Option Plan; excludes option to purchase 58,040 shares of
BOKF common stock pursuant to the 2001 Awards under the BOKF 2001 Stock
Option Plan.
(13) Includes 6,918 shares indirectly owned by Mr. Parker as Co-Trustee for the
Robert L. Parker Trust dated February 10, 1967.
(14) Excludes options to purchase 9,648 shares granted pursuant to the 1997
Awards under the BOKF 1997 Stock Option Plan; includes options to purchase
8,639 shares and excludes options to purchase 11,518 shares of BOKF common
stock granted pursuant to the 1998 Awards under the 1997 Stock Option Plan;
includes options to purchase 5,297 shares of BOKF common stock and excludes
options to purchase 13,243 shares of BOKF common stock pursuant to the 1999
Awards under the 1997 Stock Option Plan; includes options to purchase 3,238
shares and excludes options to purchase 19,422 shares of BOKF common stock
pursuant to the 2000 Awards under the BOKF 2000 Stock Option Plan; excludes
option to purchase 23,216 shares of BOKF common stock pursuant to the 2001
Awards under the BOKF 2001 Stock Option Plan; includes 8,306 shares owned
by W. Jeffrey Pickryl IRA; includes 2,293 shares held in the BOk Thrift
Plan.
(15) Includes 200,730 shares indirectly owned by Rooney Brothers Company, 478
shares held in L.F. Rooney IRA, 524,253 shares indirectly owned by L.F.
Rooney Trust and 2,452 indirectly owned by Kathleen Rooney Trust.
(16) Includes 3,914 shares indirectly owned by Scott F. Zarrow and Hilary I.
Zarrow, Co-Trustees for the Scott F. Zarrow Revocable Trust, dated
September 29, 1995.
Committees; Meetings
During 2001, the Board of Directors of BOK Financial had a standing
Risk Oversight and Audit Committee comprised solely of outside directors. The
Committee is responsible for recommending the selection of independent auditors
and supervising internal auditors. The Committee also reviews the results of
internal and independent audits and reviews accounting principles and practices.
The Committee was responsible for fulfilling the trust audit requirements
established by 12 CFR ss. 9.9. The Committee consisted of Ms. Bell and Messrs.
Cappy, Goodwin, Joullian, LaFortune, Lauinger, and Moore (Chairman). The
Committee met five (5) times during 2001. The Risk Oversight & Audit Committee
intends to meet at least five (5) times in 2002.
The Board of Directors of BOK Financial does not have a standing
nominating committee or compensation committee. The Board of Directors will
consider recommendations of shareholders for director nominees, but there is no
established procedure for such recommendations.
The entire Board of Directors of BOK Financial met four (4) times
during 2001. All directors of BOK Financial attended 75% of the aggregate of all
meetings of the Board of Directors and committees on which they served, except
Mr. Boylan who was unable to attend 75% of the BOK Financial meetings due to
business conflicts.
Report of the Risk Oversight and Audit Committee
The Risk Oversight and Audit Committee (the Committee) oversees the BOK
Financial Corporation's (the Company's) financial reporting process on behalf of
the board of directors. Management has the primary responsibility for the
financial statements and the reporting process including the systems of internal
controls. In fulfilling its oversight responsibilities, the Committee discussed
and reviewed the audited financial statements in the Annual Report with
management including a discussion of the quality, not just the acceptability, of
the accounting principles, the reasonableness of significant judgments, and the
clarity of disclosures in the financial statements.
The Committee discussed and reviewed with the independent auditors, who
are responsible for expressing an opinion on the conformity of those audited
financial statements with accounting principles generally accepted in the United
States, their judgments as to the quality, not just the acceptability, of the
Company's accounting principles and such other matters as are required to be
discussed with the Committee under auditing standards generally accepted in the
United States, including Statement of Auditing Standards No. 61, Communications
with Audit Committees. In addition, the Committee has discussed with the
independent auditors the auditors' independence from management and the Company
including the matters in the written disclosures required by the Independence
Standards Board as required by Independence Standards Board Standard No. 1. The
Committee has also considered whether any non-audit services performed by the
independent auditors is compatible with maintaining the auditor's independence.
The Committee discussed with Company's internal and independent
auditors the overall scope and plans for their respective audits. The Committee
meets with the internal and independent auditors, with and without management
present, to discuss the results of their examinations, their evaluations of the
Company's internal controls, and the results of the Company's financial
reporting.
Each of the members of the Audit Committee qualifies as an
"independent" Director under the current listing standards of the National
Association of Securities Dealers (NASD).
In reliance on the reviews and discussions referred to above, the
Committee recommended to the board of directors (and the board has approved)
that the audited financial statements be included in the Annual Report on Form
10-K for the year ended December 31, 2001, for filing with the Securities and
Exchange Commission. The Committee and the board have also recommended, subject
to shareholder approval, the selection of the Company's independent auditors.
Steven E. Moore, Committee Chairman
Sharon J. Bell
Joseph E. Cappy
James O. Goodwin
E. Carey Joullian IV
Robert J. LaFortune
Philip C. Lauinger, Jr.
The following table provides the various fees and out-of-pocket costs
billed by Ernst & Young, LLP for the fiscal year ended December 31, 2001:
----------------------- -------------------------------------- ----------------
FINANCIAL INFORMATION SYSTEMS ALL OTHER FEES*
AUDIT FEES DESIGN AND IMPLEMENTATION FEES
----------------------- -------------------------------------- ----------------
$325,000 $0 $291,863
----------------------- -------------------------------------- ----------------
*Includes audit related fees of $168,600 and non-audit fees of
$123,263.
The Audit Committee of the Board of Directors has considered whether
the provision of Ernst & Young LLP of non-audit services included in the fees
set forth in the table above under "All Other Fees" is compatible with
maintaining the independence of Ernst & Young LLP.
Compensation of Directors
All non-officer directors of BOK Financial or BOk receive a retainer of
$7,500 per year, payable quarterly in arrears in BOK Financial Common Stock in
accordance with the BOKF Directors Stock Compensation Plan, whether serving on
one or more of the boards of directors. All non-officer directors also are paid
$250 for each board of directors or committee meeting attended, and no such fees
for meetings not attended.
Executive Officers
Certain information concerning the executive officers of BOK Financial,
BOk, Bank of Albuquerque, NA, Bank of Arkansas, NA, and Bank of Texas, NA is set
forth below:
C. Fred Ball, Jr., age 57, is Chairman and Chief Executive Officer of the
Bank of Texas and is responsible for all banking activities in the State of
Texas for BOKF. Before joining Bank of Texas in 1997, he was Executive Vice
President of Comerica Bank-Texas and later President of Comerica Securities Inc.
Steven G. Bradshaw, age 42, is Executive Vice President of BOk, manager of
the Consumer Banking Department and Chairman of BOSC, Inc., BOk's securities
firm. Before joining BOK Financial, Bradshaw spent six years managing the
brokerage operation at Sooner Federal. Mr. Bradshaw has been with BOK Financial
for 10 years.
Jeffery R. Dunn, age 39, is Chairman, President and Chief Executive Officer
of Bank of Arkansas. Prior to becoming President of Bank of Arkansas, he served
as Senior Vice President of Commercial Lending. He has been with BOK Financial
for 13 years.
Paul M. Elvir, age 61, is Executive Vice President and Manager of the BOk
Operations and Technology Division. Mr. Elvir began working for BOk in July,
1997. Previously, Mr. Elvir was President of Liberty Payments Services, Inc.
("LPSI"), a subsidiary of Banc One Services Corporation. Prior to serving as
President of LPSI, Mr. Elvir served as an Executive Vice President of Banc One
Services Corporation.
Mark W. Funke, age 46, President, BOk Oklahoma City and Commercial Banking
Manager, Oklahoma City. Mr. Funke is also responsible for BOk's Business Banking
Group, which manages BOk's statewide small business banking efforts and all of
our Community Banking Offices. He joined BOk in 1984 as Vice President in the
financial institutions department and was named to his current position in 1997.
Before joining BOk, he was a commercial lender with Republic Bank in Houston for
seven years.
V. Burns Hargis, age 56, is Vice Chairman, BOK Financial and BOk and
Director of BOSC, Inc. Mr. Hargis joined BOk in November, 1997. Previously, Mr.
Hargis was an attorney with the law firm of McAfee & Taft (Oklahoma City,
Oklahoma).
Eugene A. Harris, age 59, is a director and Executive Vice President of
BOk, Chief Credit Officer and Manager of the Credit Administration Division. Mr.
Harris has been with BOk for 21 years.
H. James Holloman, age 50, is Executive Vice President of BOk and Manager
of the Trust Division. Before joining Bank of Oklahoma, he spent 12 years at
First Union National Bank in Charlotte, NC. Mr. Holloman has been with Bank of
Oklahoma since 1985.
James L. Huntzinger, age 51, Manager, Capital Markets, Chief Investment
Officer of the Trust Division and Chief Investment Officer of BOKF. He has been
with BOk since 1982.
George B. Kaiser, age 59, Chairman of the Board of BOK Financial and BOk;
President and principal owner of Kaiser-Francis Oil Company, an independent oil
and gas exploration and production company, and Fountains Continuum of Care,
Inc., which holds interests in senior housing communities.
David L. Laughlin, age 49, Senior Vice President and President of the
Mortgage Banking Division. He joined BOk in 1986 as the Secondary Marketing
Manager, in charge of retail production and secondary marketing, and became
President of Mortgage Banking in 1993. He has served two terms on the Fannie Mae
Advisory Board and is a past President of the Oklahoma Mortgage Bankers'
Association and the Tulsa Mortgage Bankers Association. Mr. Laughlin has been
with BOk for 16 years.
Stanley A. Lybarger, age 52, President and Chief Executive Officer of BOK
Financial and BOk. Mr. Lybarger has been with BOk for 28 years. Previously, he
was President of Bank of Oklahoma's Oklahoma City Regional Office and Executive
Vice President of Bank of Oklahoma with responsibility for corporate banking.
John C. Morrow, age 46, is Senior Vice President and serves as Director of
Financial Accounting and Reporting. He joined BOK Financial in 1993. He was
previously with Ernst & Young LLP for 10 years.
Steven E. Nell, age 40, is Executive Vice President and Chief Financial
Officer for BOK Financial and BOk. He joined BOK Financial in 1992. He was
previously with Ernst & Young LLP for 9 years.
W. Jeffrey Pickryl, age 50, is Executive Vice President responsible for
Commercial Banking in Tulsa, as well as statewide energy and real estate
lending. Before joining BOk in 1997, he was president and Chief Credit Officer
for Liberty Bancorp, Inc. where he worked for 14 years. He had previously worked
at Arizona Bank in Phoenix.
Paul Sowards, age 50, is President of Bank of Albuquerque. Before joining
Bank of Albuquerque in March, 2000, Mr. Sowards was President of Bank of America
in New Mexico. Prior to his election as President in New Mexico, Mr. Sowards was
Executive Vice President and Commercial Banking Market Manager, responsible for
commercial lending, treasury management and capital markets.
Thomas S. Swiley, age 52, is President of Bank of Texas. Prior to joining
Bank of Texas in March, 2001, Mr. Swiley was Managing Director of Credit
Products, with responsibility for the Southwest region, for Bank of America.
Gregory K. Symons, age 49, is Chairman and Chief Executive Officer of Bank
of Albuquerque and is responsible for commercial banking in New Mexico. He
previously served as BOk's Senior Vice President. Mr. Symons has been with BOk
for 25 years.
Valerie Toalson, age 36, is Corporate Controller. She has been with BOK
Financial for 9 years. She was previously with PriceWaterhouseCoopers for 6
years.
All executive officers serve at the pleasure of the Board of Directors.
Messrs. Hargis and Lybarger have employment agreements which are discussed below
on page 16.
Executive Compensation
The following table sets forth summary information concerning the
compensation of those persons who were, at December 31, 2001, (i) the Chief
Executive Officer and (ii) the four other most highly compensated executive
officers of the Company. These five officers are hereafter referred to
collectively as the "Named Executive Officers."
Summary Compensation Table(1)
--------------------------
Long Term
Annual Compensation Awards(2)
------------------------------------------------- ---------------
Name and Other Annual Options/ All Other
Principal Position Year Salary ($) Bonus ($) Compensation ($) SARs(#) Compensation($)(3)
------------------ ---- ---------- ----------- ---------------- ----------- -------------------
Stanley A. Lybarger 2001 $475,000 $150,000 $870,648 58,040 $18,700
President & Chief 2000 425,000 125,000 368,756 50,000 18,700
Executive Officer, BOK 1999 375,000 100,000 384,015 50,000 17,600
Financial and BOk
C. Fred Ball, Jr. 2001 255,000 130,000 0 34,824 18,700
President & Chief 2000 240,000 93,500 0 30,000 16,150
Executive Officer, 1999 225,000 80,000 0 25,000 14,063
Bank of Texas, N.A.
Paul M. Elvir 2001 240,000 120,000 0 14,412 19,550
Executive Vice President, 2000 233,000 75,000 0 13,000 17,000
Manager, BOk Operations 1999 228,400 60,000 0 10,000 16,000
and Technology
V. Burns Hargis 2001 265,225 65,000 39,943 17,123 15,470
Vice Chairman, BOK 2000 253,380 50,000 0 15,000 15,470
Financial and BOk 1999 238,703 62,000 0 15,000 14,560
W. Jeffrey Pickryl 2001 210,000 125,000 161,139 23,216 17,000
Executive Vice President, 2000 200,000 278,027 0 22,000 14,450
Commercial Banking 1999 195,000 293,688 0 18,000 13,600
(1) No Restricted Stock Awards or Long Term Incentive Plan payouts were made in
1999, 2000 or 2001 and therefore no columns are included for such items in
the Summary Compensation Table. The Summary Compensation Table has been
adjusted to reflect a two-for-one Common Stock split in the form of a 100%
stock dividend paid on February 22, 1999.
(2) After giving effect to November 18, 1993, November 17, 1994, November 27,
1995, November 27, 1996, November 26, 1997, November 25, 1998, October 18,
1999, and May 18, 2001 3% BOKF Common Stock Dividends Payable in Kind in
BOKF Common Stock.
(3) Amounts shown in this column are derived from the following: (i) Mr.
Lybarger, $9,600, 1999; $10,200, 2000; $10,200, 2001 - Company payment to
the defined benefit plan ("DBP"); $8,000, 1999; $8,500, 2000; $8,500, 2001 -
Company matching contributions to 401(K) Thrift Plan ("DCP"); (ii) Mr. Ball,
$12,000, 1999; $12,750, 2000; $13,600, 2001 - DBP; $2,063, 1999; $3,400,
2000, $5,100 - DCP; (iii) Mr. Elvir, $12,800, 1999; $13,600, 2000, $14,450,
2001 - DBP; $3,200, 1999; $3,400, 2000; $5,100 - DCP; (iv) Mr. Hargis,
$12,000, 1999; $12,750, 2000; $12,750, 2001 - DBP; $2,560, 1999; $2,720,
2000; $2,720, 2001 - DCP; and (v) Mr. Pickryl, $10,400, 1999; $11,050, 2000;
$11,900, 2001 - DBP; $3,200, 1999; $3,400, 2000; $5,100, 2001 -DCP.
The following table sets forth certain information concerning stock options
granted to the Named Executive Officers during the 2001 fiscal year.
Options/SAR Grants in Last Fiscal Year
% of Total
Options/
SARs
Granted to
Exercise or Employees Total Grant Date
Options/SARs Base Price in Fiscal Expiration Present
Name Granted (#)(1) ($/Sh)(2) Year(4) Date Value $(3)(4)
---- -------------- ---------- --------- -------- ----------------
Stanley A. Lybarger 50,000 $30.45 8.50% (2) $371,456
8,040 30.26
C. Fred Ball, Jr. 30,000 30.45 5.10 (2) 222,874
4,824 30.26
Paul M. Elvir 12,000 30.45 2.11 (2) 92,237
2,412 30.26
V. Burns Hargis 14,000 30.45 2.51 (2) 109,587
3,123 30.26
W. Jeffrey Pickryl 20,000 30.45 3.40 (2) 148,582
3,216 30.26
(1) Granted pursuant to 2001 Awards under BOKF 2001 Stock Option Plan. During
2001, options were awarded on two occasions. The dates of the Awards were
November 2, 2001 and December 19, 2001. The November 2, 2001 options had an
exercise price of $30.26 (the "Special Grant"). The December 19, 2001
options had an exercise price of $30.45 (the "Regular Grant").
(2) One-seventh of the options granted pursuant to 2001 Awards under the BOKF
2001 Stock Option Plan vest and become exercisable on December 19th of each
year, commencing December 19, 2002. Vested options are exercisable only
during the three year period commencing on the vesting date.
(3) Present value at date of grant is based on the Black-Scholes Option Pricing
Model adopted for use in valuing executive stock options based on the
following assumptions: 19.5% volatility factor; $30.26,underlying price,
Special Grant; $30.45 underlying price, Regular Grant; $30.26 option price,
Special Grant; $30.45 option price, Regular Grant; 6.04% risk free rate of
return; and no dividends. The actual value, if any, an executive may
realize will depend on the excess of the stock price over the exercise
price on the date the option is exercised, so there is no assurance the
value realized by the named executive will be at or near the value
estimated by the Black-Scholes Model.
(4) Combines options granted pursuant to the Special Grant and the Regular
Grant.
The following table sets forth certain information concerning the
exercise of stock options by the Named Executive Officers during fiscal year
2001 and the 2001 fiscal year-end value of unexercised options.
Aggregated Option/SAR Exercises in
Last Fiscal Year and FY-End Option/SAR Values (1)
---------------------------------------------
Value of
Number of Unexercised
Unexercised In the Money
Options/SARs Options/SARs at
at FY-End(#) FY-End ($)(1)
Shares Acquired Value Exerciseable/ Exerciseable/
Name On Exercise(#) Realized($) Unexerciseable Unexerciseable
Stanley A. Lybarger 17,303 $870,648 165,913/218,235 $3,005,829/2,212,779
C. Fred Ball, Jr. 0 0 38,065/109,933 467,740/939,031
Paul M. Elvir 0 0 18,456/48,970 226,516/430,739
V. Burns Hargis 885 39,943 24,171/61,680 296,263/553,121
W. Jeffrey Pickryl 10,632 161,139 17,174/77,047 194,574/670,361
(1) Values are calculated by subtracting the exercise or base price from the
fair market value of the stock as of the exercise date or fiscal year-end,
as appropriate.
A perpetual employment agreement is in effect between BOk and Mr. Lybarger.
Generally, the agreement provides that Mr. Lybarger will continue to be employed
in his present position and at his current rate of compensation. BOk may
terminate the employment agreement and be liable for termination benefits not to
exceed regular compensation and benefit coverage for twelve months (with
termination benefits to be reduced by the amount of compensation received by Mr.
Lybarger from other sources during the seventh through twelfth months after
termination). In the event of a change of control of BOk, as defined in the
employment agreement, then Mr. Lybarger has the option, for a period of six
months after the change of control, to resign and receive the same termination
benefits as described in the preceding sentence in the event of termination by
BOk.
An employment agreement is in effect between BOK Financial and Mr. Hargis.
Generally, the agreement provides that Mr. Hargis will be employed by BOK
Financial in the position of Vice Chairman for five years from December 1, 1997.
BOK Financial may terminate the agreement without cause subject to payment of
the agreed annual compensation and benefits for the remaining contract term.
Report on Executive Compensation
The Company does not have a formally designated compensation committee.
Compensation of the executive officers other than Mr. Lybarger has in practice
been determined by Mr. Lybarger, the President and Chief Executive Officer, and
Mr. Kaiser, the Chairman of the Board. Messrs. Kaiser and Lybarger are directors
of the Company and are herein sometimes referred to collectively as the
"Informal Compensation Committee." The Company has compensated its executive and
other officers through a combination of annual salary, bonuses, pension plans
and stock options designed to attract and retain quality management and reward
long term performance of the Company.
With respect to the 2001 fiscal year, the compensation paid executive
officers was based on the evaluation by the Informal Compensation Committee of
the performance of the Company and the performance of the individual officer
(except that the evaluation of and compensation of Mr. Lybarger was determined
solely by Mr. Kaiser). The cash and noncash compensation awarded the executive
officers was based on the performance of the Company in meeting the corporate
goals established for business development, expansion of market coverage,
financial achievement and other areas. The responsibility of each executive
officer for the various established corporate goals and the performance in
meeting those goals were considered in establishing executive compensation.
The foregoing report on executive compensation is made by Messrs. Kaiser
and Lybarger.
Compensation Committee Interlocks and Insider Participation
As stated above under "Report On Executive Compensation", the Company does
not have a formally designated compensation committee and Messrs. Kaiser and
Lybarger in practice determine compensation of the executive officers.
Shareholder Return Performance Graph
The BOKF Common Stock (with non-detachable rights to purchase fifteen
additional BOKF Common shares at $0.054625 per share) was registered pursuant to
the Securities Exchange Act of 1934 and listed for trading on NASDAQ on
September 5, 1991. The BOKF shares traded with the rights attached through
October 28, 1991. The BOKF shares traded ex-rights from and after the opening of
trading on October 29, 1991. Set forth below is a line graph comparing the
change in cumulative shareholder return on the Common Stock of BOK Financial
against the cumulative total shareholder return of the NASDAQ Index, the NASDAQ
Bank Index, and the KBW 50 Bank Index for the period commencing December 31,
1996 and ending December 31, 2001.
Comparison of Cumulative Total Return
12/31/96 12/31/97 12/31/98 12/31/99 12/31/00 12/31/01
-------- -------- -------- -------- -------- --------
BOKF 100.00 $148.20 $185.50 $163.97 $172.47 $248.29
NASDQ Bank Stocks 100.00 59.74 100.00 99.36 95.51 108.94
KBW 50 Bank 100.00 146.19 158.29 152.80 183.45 175.89
NASDQ (CRSP US CO) 100.00 122.48 172.68 320.83 192.98 153.12
* Graph assumes value of an investment in the Company's Common Stock for each
index was $100 on December 31, 1996. The KBW 50 Bank index is the Keefe,
Bruyette & Woods, Inc. index, which is available only for calendar quarter
end periods. No dividends were paid on BOK Financial Common Stock except (i)
on November 18, 1993, the Company paid a 3% dividend on BOK Financial Common
Stock outstanding as of November 9, 1993 payable in kind by the issuance of
BOK Financial Stock, (ii) on November 17, 1994, the Company paid a 3%
dividend on BOK Financial Common Stock outstanding as of November 8, 1994
payable in kind by the issuance of BOK Financial Common Stock, (iii) on
November 27, 1995, the Company paid a 3% dividend on BOK Financial Common
Stock outstanding as of November 17, 1995 payable in kind by the issuance of
BOK Financial Common Stock, (iv) on November 27, 1996, the Company paid a 3%
dividend on BOK Financial Common Stock outstanding as of November 18, 1996
payable in kind by the issuance of BOK Financial Common Stock, (v) on
November 26, 1997, the Company paid a 3% dividend on BOK Financial Common
Stock outstanding as of November 17, 1997, payable in kind by the issuance of
BOK Financial Common Stock, (vi) on November 25, 1998, the Company paid a 3%
dividend on BOK Financial Common Stock outstanding as of November 13, 1998,
(vii) on October 18, 1999, the Company paid a 3% dividend on BOK Financial
Common Stock outstanding as of October 5, 1999, (viii) and on May 18, 2001,
the Company paid a 3% dividend on BOK Financial Common Stock outstanding as
of May 7, 2001. The graph has been adjusted to reflect a two-for-one Common
Stock split in the form of a 100% stock dividend paid on February 22, 1999.
INSIDER REPORTING
All directors, officers and principal shareholders of the Company timely
filed all reports required by Section 16(a) of the Securities Exchange Act of
1934 during 2001 and the subsequent period through the date of this Proxy
Statement except for Messrs. Funke, Goodwin, LaFortune, Nell, and Rooney who
were unable to timely file a single report reflecting a single transaction due
to business conflicts. In preparing this report, the Company has relied on forms
and representations submitted to the Company, as permitted by the regulations of
the United States Securities and Exchange Commission.
CERTAIN TRANSACTIONS
Certain principal shareholders, directors of the Company and their
associates were customers of and had loan transactions with BOK Financial or its
subsidiaries during 2001. Except as noted, none of them currently outstanding
are classified as nonaccrual, past due, restructured or potential problem loans.
All such loans (i) were made in the ordinary course of business, (ii) 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
(iii) did not involve more than normal risk of collectibility or present other
unfavorable features at the time the loans were made. Mr. Janzen is a director
of BOKF and a director and Chief Executive Officer of Williams Communications
Group, Inc ("WCG"). WCG has a $10,000,000 term loan from BOk which was issued
for capital expenditures in building WCG's network (the "WCG Loan"). The largest
aggregate amount of indebtedness outstanding under the WCG Loan in 2001, and the
amount outstanding as of March 1, 2002, was $10,000,000. The interest rate is
LIBOR plus 300 basis points, currently 4.95%. Management has determined that the
WCG Loan is a potential problem loan as defined in Item IIIC.2. of Industry
Guide 3, Statistical Disclosure by Bank Holding Companies.
BOK Financial borrowed $30 million during 2001 from Kaiser by issuing a
subordinated debenture. This debenture matures in March 2008. Interest is based
on LIBOR plus 1.75% payable quarterly. The proceeds of this borrowing were used
to support asset growth, including the acquisition of CNBT Bancshares, Inc.
During April 1991, BOk sold to Kaiser and related business entities certain
loans, repossessed real estate and the rights to future recoveries on certain
charge-offs. Recoveries collected by BOk and paid to Kaiser were $0.6 million,
$0.2 million, $0.7 million, $3.2 million, $0.8 million, $3.3 million, $1.4
million, $2.4 million and $4.0 million for 2001, 2000, 1999, 1998, 1997, 1996,
1995, 1994, and 1993 respectively. BOk leases office space in office buildings
owned by Mr. Kaiser and affiliates. In 2001, BOK Financial sold Oklahoma State
Income Tax Credits to KFOC, an affiliate of Kaiser, and received $7,605,000 in
exchange for such tax credits.
All transactions described above between BOKF or a subsidiary and Kaiser or
a related entity were approved in advance by a majority of the entire board of
BOk or BOKF, as appropriate, (Mr. Kaiser not voting) after review by the Chief
Financial Officer.
INDEPENDENT PUBLIC ACCOUNTANTS
Ernst & Young LLP, independent public accountants, has been reappointed by
the Board of Directors of the Company as independent auditors for the Company to
examine and report on its financial statements for 2002. Ernst & Young LLP have
been auditors of the accounts of the Company since its inception on October 24,
1990. Representatives of Ernst & Young LLP are expected to be present at the
Shareholders' Annual Meeting, with the opportunity to make a statement if they
desire to do so, and will be available to respond to appropriate questions.
PROPOSALS OF SHAREHOLDERS
The Board of Directors will consider proposals of shareholders intended to
be presented for action at the Annual Meeting of Shareholders. According to the
rules of the Securities and Exchange Commission, such proposals shall be
included in the Company's Proxy Statement if they are received in a timely
manner and if certain other requirements are met. For a shareholder proposal to
be included in the Company's Proxy Statement relating to the 2003 Annual
Shareholders' Meeting, a written proposal complying with the requirements
established by the Securities and Exchange Commission must be received at the
Company's principal executive offices, located at Bank of Oklahoma Tower, Tulsa,
Oklahoma 74172, no later than December 18, 2002.
OTHER MATTERS
Management does not know of any matters to be presented for action at the
meeting other than those listed in the Notice of Meeting and referred to herein.
If any other matters properly come before the meeting, it is intended that the
Proxy solicited hereby will be voted in accordance with the recommendations of
the Board of Directors.
COPIES OF THE ANNUAL REPORT ON FORM 10-K AND OTHER DISCLOSURE STATEMENTS
FOR BOK FINANCIAL CORPORATION MAY BE OBTAINED WITHOUT CHARGE TO THE SHAREHOLDERS
BY WRITING TO THE CHIEF FINANCIAL OFFICER, BOK FINANCIAL CORPORATION, P. O. BOX
2300, TULSA, OKLAHOMA 74192, OR VIA E-MAIL THROUGH THE BOKF WEB SITE LOCATED AT
HTTP://WWW.BOKF.COM.
APPENDIX A
PROXY
BOK FINANCIAL CORPORATION
P.O. Box 2300
Bank of Oklahoma Tower
Tulsa, Oklahoma 74192
The undersigned hereby appoints Frederic Dorwart and Tamara R. Wagman
as Proxies, each with the power to appoint his or her substitute, and hereby
authorized them to represent and to vote, as designated on the reverse side, all
the shares of common stock of BOK Financial Corporation held of record by the
undersigned on March 15, 2002 at the annual meeting of shareholder to be held on
April 30, 2002 or any adjournment thereof.
This proxy when property executed will be voted in the manner directed
herein by the undersigned stockholder. If no direction is made, this proxy will
be voted for all nominees listed.
Please Mark, Sign Date and Return the Proxy Promptly Using the Enclosed Envelope
Votes MUST be Indicated (x) in Black or Blue Ink.
1. ELECTION OF DIRECTORS [ ] FOR all nominees listed below
[ ] WITHHOLD AUTHORITY to vote for all nominees
listed below.
[ ] EXCEPTIONS
Nominees: C Fred Fall Jr., Sharon J. Bell, Peter C. Boylan, III, Joseph E.
Cappy, Luke R. Corbett, William E. Durrett, James O. Goodwin, V. Burns Hargis,
Howard E. Janzen, E. Carey Joullian, IV, George B. Kaiser, David L. Kyle, Robert
J. LaFortune, Philip C. Lauinger, Jr., John C. Lopez, Steven J. Malcolm, Stanley
A. Lybarger, Frank A. McPherson, Steven E. Moore, J. Larry Nichols, Robert L.
Parker, Sr., James A. Robinson, L. Francis Rooney, III, Scott F. Zarrow.
(INSTRUCTIONS: To withhold authority to vote for any individual nominee, mark
the "exceptions" box and write that nominee's name in the space provided below).
*EXCEPTIONS ______________________________________________________________
2. In their discretion the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
To change your address, please mark this box. [ ]
Please sign exactly as name appears hereon. When shares are held by joint
tenants, both should sign. When signing as attorney, as executor, administrator,
trustee, or guardian, please give full title as such. If a corporation, please
sign in full corporate name by President or other authorized officer.
_______ Date __________________________ Share Owner sign here
__________________________ Co-Owner sign here