AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 17, 2002
REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
BOK FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Oklahoma 6021 73-1373454
(State or other
jurisdiction of (Primary Standard
incorporation or Industrial (I.R.S. Employer
organization) Classification Code) Identification No.)
Bank of Oklahoma Tower
Boston Avenue at Second Street
Tulsa, Oklahoma 74172
(918) 588-6000
(Address, including zip code, and telephone number,
including area code of Registrant's principal executive offices)
Stanley A. Lybarger
President and Chief Executive Officer
Bank of Oklahoma Tower
Boston Avenue at Second Street
Tulsa, Oklahoma 74172
(918) 588-6000
(Name, address, including zip code, and telephone number,
including area code of agent for service)
Copy to:
Tamara R. Wagman
Frederic Dorwart, Lawyers
124 E. 4th Street
Tulsa, Oklahoma 74103
(918) 583-9922
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this registration statement.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
If the securities being registered on this Form are to be offered on a delayed
or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other
than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ] _______________
If this form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
--------------
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------------------
Title of each Proposed maximum Proposed maximum
class of Amount to be registered offering price per share aggregate offering price Amount of registration
securities to (1) (2) (2) fee
be registered
Common Stock, 479,106 $34.15 $16,361,483 $1,506
$0.00006 par value
-------------------------------------------------------------------------------------------------------------------------------
(1) Based upon an estimate of the maximum number of shares of BOK Financial
Corporation common stock to be issued to the selling shareholders in connection
with the merger described herein, based on a conversion ratio for the merger of
1.94497 shares of BOK common stock for each share of Bank of Tanglewood, N.A.
common stock.
(2) Estimated solely for purpose of calculating the registration fee pursuant to
Rule 457(c) under the Securities Act of 1933, as amended, based on the average
of the high and low sale prices per share of BOK Financial Common Stock on
NASDAQ on October 15, 2002, of $34.15.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL
BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION
8(a), MAY DETERMINE.
SUBJECT TO COMPLETION, DATED OCTOBER ____, 2002
The information in the proxy statement-prospectus is not complete and may be
changed. These securities may not be sold until the registration statement filed
with the Securities and Exchange Commission is effective. This preliminary proxy
statement-prospectus is not an offer to sell and it is not soliciting an offer
to buy these securities in any jurisdiction where the offer or sale is not
permitted.
PROSPECTUS
____________SHARES
BOK FINANCIAL CORPORATION
COMMON STOCK
This prospectus relates to the periodic offer and sale of up to ________ shares
of common stock of BOK Financial Corporation for the account of certain selling
stockholders named under the caption "Selling Stockholders". This offering of
shares will terminate on October 25, 2004 or at such earlier date that all
shares offered hereby have been sold or otherwise cease to be outstanding.
Our common stock is listed for trading on the Nasdaq Stock Market ("NASDAQ")
under the trading symbol "BOKF". On October ___, 2002, the last reported sale
price of our common stock on the NASDAQ was $_______ per share. The shares
covered by this prospectus may be sold at market prices prevailing at the time
of sale or at negotiated prices. We will not received any of the proceeds from
the sale of the shares by the selling stockholders. Each stockholder named in
this prospectus acquired his shares pursuant to an Agreement and Plan of Merger,
as amended, by and among us, Bank of Tanglewood, N.A. and TW Interim National
Bank, dated May 15, 2002. Under the related affiliated agreement, we agreed to
pay all expenses of registration of the sale of the shares covered by this
prospectus, estimated at $______, but the selling stockholders will pay all
brokerage commissions.
WE WILL PROVIDE SPECIFIC TERMS OF THESE OFFERING AND SECURITIES IN SUPPLEMENTS
TO THIS PROSPECTUS. YOU SHOULD READ THIS PROSPECTUS AND ANY SUPPLEMENT TO THIS
PROSPECTUS CAREFULLY BEFORE YOU INVEST. YOU SHOULD ALSO CONSIDER THE MATTERS
DISCUSSED UNDER "RISK FACTORS" BEGINNING ON PAGE ___ OF THIS DOCUMENT.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The securities offered through this document are not savings accounts, deposits
or other obligations of a bank or savings association and are not insured by the
Federal Deposit Insurance Corporation or any other government agency.
October ____, 2002
TABLE OF CONTENTS
PAGE
----
About this Prospectus 4
Where You Can Find More Information 4
Risk Factors 5
The Company 11
Use of Proceeds 12
Selling Stockholders 12
Plan of Distribution 13
Legal Matters 14
Experts 14
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission utilizing a "shelf" registration process. It
relates to __________shares of common stock, par value $0.00006 per share, of
BOK Financial Corporation which are being sold by the selling stockholders named
herein. Under this shelf registration process, the shareholders identified in
the "Selling Stockholders" section on page ___ may from time to time sell all or
a portion of the offered shares directly or through one or more broker-dealers,
in one or more transactions on the NASDAQ National Stock Market, in the
over-the- counter market, in negotiated transactions or in a combination of such
methods.
This prospectus provides you with a general description of the securities being
offered. Each time the selling stockholders sell securities, we will provide a
prospectus supplement that will contain specific information about the terms of
the offering and the securities. The prospectus supplement may also add, update
or change information contained in this prospectus. Any statement that we make
in this prospectus will be modified or superseded by any inconsistent statement
made by in a prospectus supplement. You should read both this prospectus and any
prospectus supplement together with additional information described under the
heading "Where You Can Find More Information" below.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC under the Securities Exchange Act of 1934. You may read
and copy, at prescribed rates, this information at SEC's Public Reference Room,
450 Fifth Street, N.W., Washington, D.C. 20549.
The SEC also maintains an Internet website that contains reports, proxy
statements and other information about issuers, like BOK Financial Corporation,
who file electronically with the SEC. The address of that website is
www.sec.gov.
The SEC allows us to incorporate by reference certain information into this
document. This means that the company can disclose important information to you
by referring you to another document filed separately with the SEC and not
included in, or delivered with, this document. The information incorporated by
reference is considered to be a part of this document, except for any
information that is superseded by information that is included directly in this
document. We incorporate by reference the documents listed below and any future
filings made with the SEC under Sections 12(a) 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934 until all of the securities are sold or this
offering is terminated.
This document incorporates by reference (to the extent indicated) the documents
listed below that BOK Financial Corporation has previously filed with the SEC.
They contain important information about BOK Financial Corporation and its
financial condition:
(i) Annual Report on Form 10-K filed March 27, 2002 for year ended December 31,
2001,
(ii) Quarterly Report on Form 10-Q filed May 14, 2002 for the quarter ended
March 31, 2002,
(iii)Quarterly Report on Form 10-Q, filed August 14, 2002 for the quarter ended
June 30, 2002,
(iv) Proxy Statement on Schedule 14A (other than the compensation committee
report and stock performance chart) filed March 28, 2002; and
(v) Registration Statement on Form S-4, as amended, filed September 20, 2002
(registration number 333-98685) (other than (a) the opinion letter of Hovde
Financial, LLC, dated May 9, 2002, included as Annex VIII in such
Registration Statement, (b) the consent of Hovde Financial, LLC. included
as Exhibit 23.4 in such Registration Statement and (c) the text under the
captions "Summary--Opinion of Bank of Tanglewood, N.A.'s Financial
Advisor", "The Merger--Background of the Merger", "The Merger--Reasons for
the Merger; Recommendations of the Board of Directors" and "The
Merger--Opinion of Bank of Tanglewood, N.A.'s Financial Advisor" of such
Registration Statement, all of which are not incorporated by reference in
this document.
You can obtain any of the documents incorporated by reference in this document
by contacting us or from the SEC through the SEC's website at the address
described above. Documents incorporated by reference are available from us
without charge, excluding any exhibits to those documents unless the exhibit is
specifically incorporated by reference as an exhibit in this document. You can
obtain documents incorporated by reference as an exhibit in this document by
requesting them in writing or by telephone at the following address and
telephone number:
Chief Executive Officer
BOK Financial Corporation
Bank of Oklahoma Tower
Boston Avenue at Second Street
Tulsa, Oklahoma 74172
(918) 588-6000
RISK FACTORS
In addition to the other information set forth or incorporated by reference in
this prospectus, the following factors should be considered carefully by
prospective investors before purchasing the common stock offered hereby.
BOK FINANCIAL MAY EXPERIENCE DIFFICULTIES IN INTEGRATING BANK OF TANGLEWOOD,
N.A.'S BUSINESS, ITS MOST RECENT MERGER, WITH THE EXISTING BUSINESS OF BOK
FINANCIAL SUBSIDIARIES, WHICH COULD CAUSE BOK FINANCIAL TO LOSE MANY OF THE
ANTICIPATED POTENTIAL BENEFITS OF THE BANK OF TANGLEWOOD, N.A. MERGER.
BOK Financial entered into the merger agreement with Bank of Tanglewood because
it believes that the merger will be beneficial to the combined company.
Achieving the anticipated benefits of the merger will depend in part upon
whether BOK Financial can integrate the businesses of its subsidiary, Bank of
Texas, and Bank of Tanglewood in an efficient and effective manner. BOK
Financial may not be able to accomplish this integration process smoothly or
successfully. The necessity of coordinating geographically separated
organizations and addressing possible differences in technologies, corporate
cultures and management philosophies may increase the difficulties of
integration. The integration of certain operations following the merger will
require the dedication of significant management resources, which may
temporarily distract management's attention from the day-to-day business of the
combined companies. Employee uncertainty and lack of focus during the
integration process may also disrupt the business of the combined companies. Any
inability of BOK Financial management to integrate successfully the operations
of Bank of Tanglewood into Bank of Texas could have an adverse effect on the
business, results of operations and financial condition of BOK Financial.
ADVERSE REGIONAL ECONOMIC DEVELOPMENTS COULD NEGATIVELY AFFECT BOK FINANCIAL'S
BUSINESS.
A substantial majority of BOK Financial loans are generated in Oklahoma and
other markets in the southwest region, with approximately 73% of 2001 earnings
derived from activities in the state of Oklahoma. As a result, poor economic
conditions in Oklahoma or other markets in the southwest region may cause BOK
Financial to incur losses associated with higher default rates and decreased
collateral values in BOK Financial's loan portfolio. A regional economic
downturn could also adversely affect revenue from brokerage and trading
activities, mortgage loan originations and other sources of fee-based revenue.
ADVERSE ECONOMIC FACTORS AFFECTING PARTICULAR INDUSTRIES COULD HAVE A NEGATIVE
EFFECT ON BOK FINANCIAL CUSTOMERS AND THEIR ABILITY TO MAKE PAYMENTS TO BOK
FINANCIAL.
Certain industry-specific economic factors also affect BOK Financial. For
example, as of year-end 2001, 16% of BOK Financial's total loan portfolio was
comprised of loans to borrowers in the energy industry and 3% of BOK Financial's
total loan portfolio was comprised of loans to borrowers in the agricultural
industry, both of which are historically cyclical industries. Low commodity
prices may adversely affect those industries and, consequently, may affect BOK
Financial's business negatively. In addition, as of year-end, 2001, 21% of BOK
Financial's total loan portfolio was comprised of commercial real estate loans.
A downturn in the real estate industry in Oklahoma and the Southwest region
could also have an adverse effect on BOK Financial's operations.
FLUCTUATIONS IN INTEREST RATES COULD ADVERSELY AFFECT BOK FINANCIAL'S BUSINESS.
BOK Financial's business is highly sensitive to:
* the monetary policies implemented by the Federal Reserve Board,
including the discount rate on bank borrowings and changes in reserve
requirements, which affect BOK Financial's ability to make loans and
the interest rates we may charge;
* changes in prevailing interest rates, due to the dependency of BOK
Financial's banks on interest income; and
* open market operations in U.S. Government securities.
Significant increases in market interest rates, or the perception that an
increase may occur, could adversely affect both BOK Financial's ability to
originate new loans and BOK Financial's ability to grow. Conversely, a decrease
in interest rates could result in an acceleration in the payment of loans,
including loans underlying BOK Financial's holdings of mortgage-backed
securities, and termination of BOK Financial's mortgage servicing rights. In
addition, changes in market interest rates, changes in the relationships between
short-term and long-term market interest rates or changes in the relationships
between different interest rate indices, could affect the interest rates charged
on interest-earning assets differently than the interest rates paid on
interest-bearing liabilities. This difference could result in an increase in
interest expense relative to interest income. BOK Financial's strategy of
borrowing funds in the capital markets to supplement deposit growth subjects us
to additional interest rate and liquidity risk. An increase in market interest
rates also could adversely effect the ability of BOK Financial's floating-rate
borrowers to meet their higher payment obligations. If this occurred, it could
cause an increase in nonperforming assets and net charge-offs, which could
adversely affect BOK Financial's business.
BOK FINANCIAL'S SUBSTANTIAL HOLDINGS OF MORTGAGE-BACKED SECURITIES AND MORTGAGE
SERVICING RIGHTS COULD ADVERSELY AFFECT BOK FINANCIAL'S BUSINESS.
BOK Financial has invested a substantial amount of its holdings in
mortgage-backed securities, which are investment interests in pools of
mortgages. Mortgage-backed securities are highly sensitive to changes in
interest rates. BOK Financial mitigates this risk somewhat by investing
principally in shorter duration, mortgage products which are less sensitive to
changes in interest rates. Nonetheless, a significant decrease in interest rates
could lead mortgage holders to refinance the mortgages constituting the pool
backing the securities, subjecting BOK Financial to a risk of prepayment and
decreased return on investment due to subsequent reinvestment at lower interest
rates.
In addition, as part of BOK Financial's mortgage banking business, BOK Financial
has acquired substantial holdings of mortgage servicing rights. The value of
these rights is also very sensitive to changes in interest rates. Falling
interest rates tend to increase loan prepayments, which may lead to cancellation
of the related servicing rights. BOK Financial's investments and dealings in
mortgage-related products increase the risk that falling interest rates could
adversely affect BOK Financial's business. BOK Financial attempts to manage this
risk by maintaining an active hedging program for its mortgage servicing rights.
BOK Financial's hedging program has only been partially successful in recent
years.
SUBSTANTIAL COMPETITION COULD ADVERSELY AFFECT BOK FINANCIAL.
Banking is a competitive business. BOK Financial competes actively for loan,
deposit and other financial services business in Oklahoma, as well as in BOK
Financial's other markets. BOK Financial's competitors include a large number of
small and large local and national banks, savings and loan associations, credit
unions, trust companies, broker-dealers and underwriters, as well as many
financial and nonfinancial firms that offer services similar to BOK Financial's.
Large national financial institutions have entered the Oklahoma market. These
institutions have substantial capital, technology and marketing resources. Such
large financial institutions may have greater access to capital at a lower cost
than BOK Financial does, which may adversely affect BOK Financial's ability to
compete effectively. In addition, there have been a number of recent mergers
involving financial institutions located in Oklahoma and BOK Financial's other
markets. Significant limitations in Oklahoma on the ability of existing banks to
establish branches expired on June 30, 1999. Accordingly, BOK Financial may face
increased competition from both merged banks and new entrants to BOK Financial's
markets. BOK Financial has expanded into markets outside of Oklahoma, where it
competes with a large number of financial institutions that have an established
customer base and greater market share than BOK Financial. BOK Financial may not
be able to continue to compete successfully in these markets outside of
Oklahoma. With respect to some of its services, BOK Financial competes with
non-bank companies that are not subject to regulation. The absence of regulatory
requirements may give non-banks a competitive advantage.
ADVERSE FACTORS COULD IMPACT BOK FINANCIAL'S ABILITY TO IMPLEMENT ITS OPERATING
STRATEGY.
Although BOK Financial has developed an operating strategy which it expects to
result in continuing improved financial performance, BOK Financial cannot assure
you that it will be successful in fulfilling this strategy or that this
operating strategy will be successful. Achieving success is dependent upon a
number of factors, many of which are beyond BOK Financial's direct control.
Factors that may adversely affect BOK Financial's ability to implement its
operating strategy include:
* deterioration of BOK Financial's asset quality;
* inability to control BOK Financial's noninterest expenses;
* inability to increase noninterest income;
* deterioration in general economic conditions, especially in BOK
Financial's core markets;
* decreases in net interest margins;
* increases in competition; and
* adverse regulatory developments.
BANKING REGULATIONS OR CHANGES IN BANKING REGULATIONS COULD ADVERSELY AFFECT BOK
FINANCIAL.
BOK Financial and its subsidiaries are extensively regulated under both federal
and state law. In particular, BOK Financial is subject to the Bank Holding
Company Act of 1956 and its subsidiary banks are subject to the National Bank
Act. These regulations are primarily for the benefit and protection of BOK
Financial's customers and not for the benefit of BOK Financial's shareholders.
In the past, BOK Financial's business has been materially effected by these
regulations. For example, regulations limit BOK Financial's business to banking
and related businesses, and they limit the location of BOK Financial's branches
and offices, as well as the amount of deposits that it can hold in a particular
state. These regulations may limit BOK Financial's ability to grow and expand
into new markets and businesses.
Additionally, under the Community Reinvestment Act, BOK Financial is required to
provide services in traditionally underserved areas. BOK Financial's ability to
make acquisitions and engage in new business may be limited by these
requirements.
In addition, the Federal Deposit Insurance Corporation Improvement Act of 1991
and the Bank Holding Company Act of 1956, and various regulations of regulatory
authorities, require us to maintain specified capital ratios. Any failure to
maintain required capital ratios would limit the growth potential of BOK
Financial's business.
Under a long-standing policy of the Board of Governors of the Federal Reserve
System, a bank holding company is expected to act as a source of financial
strength for its subsidiary banks. As a result of that policy, BOK Financial may
be required to commit financial and other resources to its subsidiary banks in
circumstances where we might not otherwise do so.
The trend toward extensive regulation is likely to continue in the future. Laws,
regulations or policies currently affecting us and BOK Financial's subsidiaries
may change at any time. Regulatory authorities may also change their
interpretation of these statutes and regulations. Therefore, BOK Financial's
business may be adversely affected by any future changes in laws, regulations,
policies or interpretations.
STATUTORY RESTRICTIONS ON SUBSIDIARY DIVIDENDS AND OTHER DISTRIBUTIONS AND DEBTS
OF BOK FINANCIAL'S SUBSIDIARIES COULD LIMIT AMOUNTS BOK FINANCIAL'S SUBSIDIARIES
MAY PAY TO BOK FINANCIAL.
BOK Financial is a bank holding company, and a substantial portion of BOK
Financial's cash flow typically comes from dividends that BOK Financial's bank
and nonbank subsidiaries pay to BOK Financial. Various statutory provisions
restrict the amount of dividends BOK Financial's subsidiaries can pay to BOK
Financial without regulatory approval. Management has also developed, and the
BOK Financial board of directors approved, an internal capital policy that is
more restrictive than the regulatory capital standards. In addition, if any of
BOK Financial's subsidiaries liquidates, that subsidiary's creditors will be
entitled to receive distributions from the assets of that subsidiary to satisfy
their claims against it before BOK Financial, as a holder of an equity interest
in the subsidiary, will be entitled to receive any of the assets of the
subsidiary. If, however, BOK Financial is a creditor of the subsidiary with
recognized claims against it, BOK Financial will be in the same position as
other creditors.
ALTHOUGH PUBLICLY TRADED, BOK FINANCIAL'S COMMON STOCK HAS SUBSTANTIALLY LESS
LIQUIDITY THAN THE AVERAGE TRADING MARKET FOR A STOCK QUOTED ON THE NASDAQ
NATIONAL MARKET SYSTEM.
A relatively small fraction of BOK Financial's outstanding common stock is
actively traded. The risks of low liquidity include increased volatility of the
price of BOK Financial's common stock. Low liquidity may also limit holders of
BOK Financial's common stock in their ability to sell or transfer BOK
Financial's shares at the price, time and quantity desired.
BOK FINANCIAL'S PRINCIPAL SHAREHOLDER CONTROLS A MAJORITY OF BOK FINANCIAL'S
COMMON STOCK.
Mr. George B. Kaiser owns a majority of the outstanding shares of BOK Financial
common stock. Following the merger, Mr. Kaiser will continue to be able to elect
all of BOK Financial's directors and effectively to control the vote on all
matters submitted to a vote of BOK Financial's common shareholders. Mr. Kaiser's
ability to prevent an unsolicited bid for BOK Financial or any other change in
control could have an adverse effect on the market price for BOK Financial's
common stock. A substantial majority of BOK Financial's directors are not
officers or employees of BOK Financial or any of its affiliates. However,
because of Mr. Kaiser's control over the election of BOK Financial's directors,
he could change the composition of BOK Financial's Board of Directors so that it
would not have a majority of outside directors.
POSSIBLE FUTURE SALES OF SHARES BY BOK FINANCIAL'S PRINCIPAL SHAREHOLDER COULD
ADVERSELY AFFECT THE MARKET PRICE OF BOK FINANCIAL'S COMMON STOCK.
Mr. Kaiser has the right to sell shares of BOK Financial's common stock in
compliance with the federal securities laws at any time, or from time to time.
The federal securities laws are the only restrictions on Mr. Kaiser's ability to
sell. Because of his current control of BOK Financial, Mr. Kaiser could sell
large amounts of his shares of BOK Financial common stock by causing BOK
Financial to file a registration statement that would allow him to sell shares
more easily. In addition, Mr. Kaiser could sell his shares of BOK Financial
common stock without registration under Rule 144 of the Securities Act. Although
BOK Financial can make no predictions as to the effect, if any, that such sales
would have on the market price of BOK Financial common stock, sales of
substantial amounts of BOK Financial common stock, or the perception that such
sales could occur, could adversely affect market prices. If Mr. Kaiser sells or
transfers his shares of BOK Financial common stock as a block, another person or
entity could become BOK Financial controlling shareholder.
BOK FINANCIAL HAS AGREED TO PROVIDE BENCHMARK PRICE PROTECTION TO FORMER BANK OF
TANGLEWOOD, NA SHAREHOLDERS.
Subject to certain limitations, BOK Financial agreed to provide benchmark price
protection for 50% of the shares of BOK Financial common stock issued to former
Bank of Tanglewood, N.A. shareholders in the merger between TW Interim National
Bank, a wholly owned subsidiary of BOK Financial, and Bank of Tanglewood, N.A.
If BOK Financial stock does not perform above certain benchmark target prices at
certain benchmark dates, BOK Financial may be required to, at its option, either
issue up to 10,000,000 shares of BOK Financial common stock or make payments in
cash to such shareholders, which may cause dilution of BOK Financial common
stock or a decrease in BOK Financial earnings.
THE COMPANY
BOK Financial was incorporated under the laws of the State of Oklahoma in 1990
and is a bank holding company under the Bank Holding Company Act of 1956. BOK
Financial owns, directly or indirectly, all of the outstanding capital stock of
Bank of Oklahoma, N.A., Bank of Texas, N.A., Bank of Albuquerque, N.A., Bank of
Arkansas, N.A., and BOSC, Inc. BOK Financial is listed on NASDAQ under the
symbol "BOKF." BOK Financial and its subsidiaries have approximately 3,400
full-time equivalent employees at 72 locations in Oklahoma, 21 locations in
Texas, 18 locations in Albuquerque, New Mexico and 3 locations in Arkansas. At
September 30, 2002, BOK Financial had total assets of $11.9 billion, total
deposits of $7.5 billion and total shareholders' equity of $980.0 million.
BOK Financial provides a broad array of financial products and services to major
corporations, middle-market companies, small businesses, retail customers and
other entities, including:
* corporate, small business and consumer lending;
* deposit taking;
* corporate treasury services and cash management;
* mortgage lending and servicing;
* trust and asset management services;
* automated teller machine network services;
* capital markets services; and
* electronic funds transfer.
For more information regarding the business of BOK Financial, you should read
BOK Financial's 2001 Annual Report on Form 10-K and quarterly reports on Forms
10-Q, which are incorporated by reference into this document. See "Where You Can
Find More Information" on page 4.
USE OF PROCEEDS
We will not receive any of the proceeds from the sales of the offered shares by
the selling stockholders covered by this prospectus.
SELLING STOCKHOLDERS
This prospectus relates to the sale by the following selling stockholders from
time to time of up to _________ shares of common stock. The selling stockholders
and BOK Financial are parties to shareholder agreements, sometimes referred to
as affiliate letters, that were entered into in connection with the merger of
Bank of Tanglewood, N.A. and TW Interim Bank, a wholly owned subsidiary of BOK
Financial. The selling stockholders will acquire shares of common stock in
connection with the merger of TW Interim National Bank. The shares of common
stock offered by the selling stockholders are included in this registration
statement of which this prospectus is a part pursuant to the registration rights
granted under such shareholder agreements.
BOK Financial entered into employment agreements with Messrs. Greer, Jochetz and
Tidwell on May 15, 2002, concurrently with the execution of the merger agreement
with Bank of Tanglewood. Formerly, such individuals had served as executive
officers of Bank of Tanglewood. Mr. Greer serves as Vice Chairman of the Board
of Directors of Bank of Texas, N.A., a wholly owned subsidiary of BOK Financial.
Mr. Greer also serves as an advisory member of the BOK Financial board of
directors until he is nominated to be a voting director at the 2003 annual BOK
Financial shareholders meeting Mr. Jochetz serves as President and Chief
Executive Officer of the Tanglewood Division of Bank of Texas. Mr. Tidwell
serves as Executive Vice President and Chief Financial Officer of the Tanglewood
Division of Bank of Texas. All other selling shareholders are former members of
the board of directors of Bank of Tanglewood.
As of October _____, 2002, BOK Financial had _____________ shares of common
stock outstanding. The following table sets forth as of October _____, 2002
certain information with respect to the selling stockholders.
NUMBER OF SHARES
NUMBER OF NUMBER OF BENEFICIALLY
SHARES OWNED SHARES OWNED AFTER
Name of Beneficial Owner(6) BEFORE OFFERING PERCENT(2) BEING OFFERED OFFERING(1)
----------------------------------- ---------------- ---------- -------------- ----------------
John M. Greer * 0
Robert G. Greer(3) * 0
Richard W. Jochetz(4) * 0
Kendall Alan Miller * 0
Steven M. Morris * 0
Grier P. Patton * 0
Jeff N. Springmeyer * 0
James L. Tidwell, Jr.(5) * 0
William Key Wilde * 0
--------- ---- --------- ---
Total 0
========= ==== ========= ===
-----------------------------------------------------------------------------------------------
* Indicates ownership which does not exceed 1%.
(1) Assumes all of the offered shares are sold in this offering. There is no
assurance that the selling stockholders will sell any or all of the offered
shares.
(2) The percentage beneficially owned was calculated based on _____________
shares of BOK Financial common stock issued and outstanding as of October ____,
2002.
(3) Includes __________ shares that may be acquired pursuant to the exercise of
fully vested stock options and includes shares owned by spouse.
(4) Includes __________ shares that may be acquired pursuant to the exercise of
fully vested stock options.
(5) Includes _________ shares that may be acquired pursuant to the exercise of
fully vested stock options.
(6) For each director and executive officer, the amount of beneficial ownership
includes shares held directly, as well as shares held jointly with family
members, shares held in retirement accounts, held in a fiduciary capacity, held
by certain members of the group members' families, or held by trusts of which
the group member is a trustee or substantial beneficiary, with respect to which
shares the group member may be deemed to have sole or shared voting and/or
investment powers.
We will pay all costs and expenses incurred in connection with this registration
of the offered shares including, but not limited to, all registration and filing
fees, the NASDAQ listing fee, printing expenses and fees and disbursements of
counsel and accounts for BOK Financial. The selling stockholders will pay all
brokerage fees and commissions, if any incurred in connection with the sale of
the offered securities.
PLAN OF DISTRIBUTION
The shares of common stock registered hereunder and owned by selling
stockholders may be offered and sold by means of this Prospectus from time to
time as market conditions permit in one or more transactions on NASDAQ, in the
over-the-counter market, in negotiated transactions or otherwise, or through a
combination of such methods. The offered shares may be sold at fixed prices,
which may be changed, at prices and terms then prevailing or at prices related
to the then-current market price, or at negotiated prices. These shares may be
sold by one or more of the following methods: (a) a block trade in which a
broker or dealer so engaged will attempt to sell the shares as agent but may
position and resell a portion of the block as principal to facilitate the
transaction; (b) purchases by a broker or dealer as principal and resale by such
broker or dealer for its account pursuant to this prospectus; (c) ordinary
brokerage transactions and transactions in which the broker solicits purchasers;
and (d) face-to-face transactions between sellers and purchasers without a
broker-dealer. In effecting sales, brokers or dealers engaged by the selling
stockholders may arrange for other brokers or dealers to participate. Such
brokers or dealers may receive commissions or discounts from selling
stockholders in amounts to be negotiated.
The selling stockholders and any broker-dealers who act in connection with the
sale of the offered shares may be deemed to be "underwriters" within the meaning
of 2(11) of the Securities Act, and any commissions received by them and profit
on resale of the offered shares as principal might be deemed to be underwriting
discounts and commissions under the Securities Act.
We have advised the selling stockholders that they and any securities
broker-dealers or others who may be deemed to be statutory underwriters will be
subject to the prospectus delivery requirements under the Securities Act. We
also have advised each selling stockholder that in the event of a "distribution"
of the shares owned by the selling stockholder, such selling stockholder, any
"affiliated purchasers", and any broker-dealer or other person who participates
in such distribution may be subject to Rule 10b-6 under the Exchange Act until
their participation in that distribution is completed. A "distribution" is
defined in Rule 10b-6 as an offering of securities "that is distinguished from
ordinary trading transactions by the magnitude of the offering and the presence
of special selling efforts and selling methods". BOK Financial has also advised
the selling stockholders that Rule 10b-7 under the Exchange Act prohibits any
"stabilizing bid" or "stabilizing purchase" for the purpose of pegging, fixing
or stabilizing the price of common stock in connection with this offering.
Rule 10b-6 makes it unlawful for any person who is participating in a
distribution to bid for or purchase stock of the same class as is the subject of
the distribution. If Rule 10b-6 applies to the offer and sale of any of the
offered shares, then the participating broker-dealers will be obligated to cease
market-making activities nine business days prior to their participation in the
offer and sale of the offered shares and may not recommence market-making
activities until their participation in the distribution has been completed. If
Rule 10b-6 applies to one or more of the principle market-makers in BOK
Financial's common tock, the market price of such stock could be adversely
affected.
LEGAL MATTERS
The validity of the shares offered under this prospectus has been passed upon by
Frederic Dorwart, Lawyers, Tulsa, Oklahoma.
EXPERTS
The financial statements of BOK Financial as of December 31, 2001 and 2000 and
for each of the three years in the period ended December 31, 2001 incorporated
in this prospectus by reference to the Annual Report on Form 10-K for the year
ended December 31, 2001 have been so incorporated in reliance on the report of
Ernst & Young, LLP, independent accountants, given on the authority of said firm
as experts in auditing and accounting.
The financial statements of Bank of Tanglewood, N.A. as of December 31, 2001 and
2000, and for each of the two years in the two-year period ended December 31,
2001 have been incorporated herein by reference to our Registration Statement on
Form S-4 as amended, which was filed September 20, 2002 in reliance upon the
report of Cornelius, Stegent and Price, LLP, independent certified accountants,
incorporated by reference herein, and upon the authority of said firm as experts
in accounting and auditing.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated expenses payable by BOK Financial Corporation in connection with
this offering are as follows:
Securities and Exchange Commission registration fee $ 1,506.00
Accounting fees and expenses $ 2,000.00
Legal fees and expenses $ 3,000.00
Miscellaneous $ 500.00
-----------
Total $ 7,006.00
-----------
Item 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS
The Oklahoma Business Corporation Act and Article VI of the Bylaws of BOK
Financial Corporation provide BOK Financial Corporation with broad powers and
authority to indemnify its directors and officers and to purchase and maintain
insurance for such purposes. Pursuant to such statutory and Bylaw provisions,
BOK Financial Corporation has purchased insurance against certain costs of
indemnification of its officers and directors.
Item 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Set forth below is a list of the exhibits included as part of this
Registration Statement.
Exhibit No. Description
2.0 Agreement and Plan of Merger, dated May 15, 2002, as
amended, among BOK Financial Corporation, Bank of
Tanglewood, N.A. and TW Interim National Bank
(included as Appendix A to the Registration Statement
on Form S-4, as amended, filed September 20, 2002,
Registration No. 333-98685)
3.0 The Articles of Incorporation of BOK Financial,
incorporated by reference to (i) Amended and Restated
Certificate of Incorporation of BOK Financial filed
with the Oklahoma Secretary of State on May 28, 1991,
filed as Exhibit 3.0 to S-1 Registration Statement No.
33-90450, and (ii) Amendment attached as Exhibit A to
Information Statement and Prospectus Supplement filed
November 20, 1991
3.1 Bylaws of BOK Financial, incorporated by reference to
Exhibit 3.1 of Registration Statement on Form S-1
No. 33-90450
4.0 The rights of holders of the common stock and
preferred stock of BOK Financial are
set forth in its Articles of Incorporation
5.0* Opinion of Frederic Dorwart, Lawyers regarding the
legality of the shares of common stock being registered
10.0 Employment Agreement of Robert G. Greer (incorporated
by reference to Exhibit 10.0 of Registration Statement
on Form S-4, as amended, filed September 20, 2002,
Registration Statement No. 333-98685)
23.0* Consent of Ernst & Young, LLP
23.1* Consent of Cornelius, Stegent & Price, LLP
23.2* Consent of Frederic Dorwart, Lawyers (included in
opinion filed as Exhibit 5.0)
24.0* Power of Attorney (included on the first signature
page to this Registration Statement)
---------------
* filed herewith
(b) Financial Statement Schedules. Not applicable.
Item 17. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes
in volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration Statement;
(iii)To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the SEC
by the Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934 that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
(e) The undersigned Registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the Proxy
Statement/Prospectus pursuant to Items 4, 10(b), 11, or 13 herein, within one
business day of receipt of such request, and to send the incorporated documents
by first class mail or other equally prompt means. This includes information
contained in documents filed subsequent to the effective date of the
Registration Statement through the date of responding to the request.
(f) The undersigned Registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the Registration Statement when it became effective.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Tulsa, State of Oklahoma, on the 11th day of October,
2002.
BOK Financial Corporation
By: /s/ Stanley A. Lybarger
-----------------------------
Stanley A. Lybarger,
President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Tulsa, State of Oklahoma,
on October 11, 2002.
BOK FINANCIAL CORPORATION
By: /s/ Stanley A. Lybarger
-----------------------------
Stanley A. Lybarger,
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints George B. Kaiser and Stanley A. Lybarger, and
each of them, each with full power to act without the other, his or her true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this registration statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully for all intents
and purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitutes, may
lawfully do or cause to be done by virtue thereof.
SIGNATURE TITLE DATE
/s/ George B. Kaiser Chairman of the Board of BOK
-------------------------- Financial Corporation October 16, 2002
George B. Kaiser ----------------------
/s/ Stanley A. Lybarger President, Chief Executive
-------------------------- Officer and Director of BOK Financial October 11, 2002
Stanley A. Lybarger Corporation ----------------------
/s/ Steven E. Nell Executive Vice President and Chief
-------------------------- Financial Officer of BOK Financial October 14, 2002
Steven E. Nell Corporation ----------------------
/s/ John C. Morrow Senior Vice President and Director of
-------------------------- Financial Accounting and Reporting of October 15, 2002
John C. Morrow BOK Financial Corporation ----------------------
/s/ Valerie C. Toalson Corporate Controller of BOK Financial October 14, 2002
-------------------------- Corporation ----------------------
Valerie C. Toalson
Director of BOK Financial Corporation
-------------------------- ----------------------
C. Fred Ball, Jr.
/s/ Sharon J. Bell Director of BOK Financial Corporation October 15, 2002
-------------------------- ----------------------
Sharon J. Bell
/s/ Peter C. Boylan, III Director of BOK Financial Corporation October 16, 2002
-------------------------- ----------------------
Peter C. Boylan, III
/s/ Joseph E. Cappy Director of BOK Financial Corporation October 15, 2002
-------------------------- ----------------------
Joseph E. Cappy
/s/ Luke R. Corbett Director of BOK Financial Corporation October 15, 2002
-------------------------- ----------------------
Luke R. Corbett
Director of BOK Financial Corporation
-------------------------- ----------------------
William E. Durrett
Director of BOK Financial Corporation
-------------------------- ----------------------
James O. Goodwin
/s/ V. Burns Hargis Vice Chairman and Director of BOK October 16, 2002
-------------------------- Financial Corporation ----------------------
V. Burns Hargis
/s/ Howard E. Janzen Director of BOK Financial Corporation October 15, 2002
-------------------------- ----------------------
Howard E. Janzen
/s/ E. Carey Joullian, IV Director of BOK Financial Corporation October 17, 2002
-------------------------- ----------------------
E. Carey Joullian, IV
Director of BOK Financial Corporation
-------------------------- ----------------------
David L. Kyle
/s/ Robert J. LaFortune Director of BOK Financial Corporation October 15, 2002
-------------------------- ----------------------
Robert J. LaFortune
Director of BOK Financial Corporation
-------------------------- ----------------------
Philip C. Lauinger
Director of BOK Financial Corporation
-------------------------- ----------------------
John C. Lopez
/s/ Steven J. Malcolm Director of BOK Financial Corporation October 11, 2002
-------------------------- ----------------------
Steven J. Malcolm
Director of BOK Financial Corporation
-------------------------- ----------------------
Frank A. McPherson
/s/ Steven E. Moore Director of BOK Financial Corporation October 15, 2002
-------------------------- ----------------------
Steven E. Moore
/s/ J. Larry Nichols Director of BOK Financial Corporation October 17, 2002
-------------------------- ----------------------
J. Larry Nichols
/s/ Robert L. Parker, Sr. Director of BOK Financial Corporation October 15, 2002
-------------------------- ----------------------
Robert L. Parker, Sr.
Director of BOK Financial Corporation
-------------------------- ----------------------
James A. Robinson
Director of BOK Financial Corporation
-------------------------- ----------------------
L. Francis Rooney, III
/s/ Scott F. Zarrow Director of BOK Financial Corporation October 11, 2002
-------------------------- ----------------------
Scott F. Zarrow
INDEX TO EXHIBITS
Exhibit No. Description
2.0 Agreement and Plan of Merger, dated May 15, 2002, as amended, among
BOK Financial Corporation, Bank of Tanglewoo N.A. and TW Interim
National Bank (included as Appendix A to the Registration Statement on
Form S-4, as amended, September 20, 2002, Registration No. 333-98685)
3.0 The Articles of Incorporation of BOK Financial, incorporated by
reference to (i) Amended and Restated Certificate of Incorporation of
BOK Financial filed with the Oklahoma Secretary of State on May 28,
1991, filed as Exhibit 3.0 to S-1 Registration Statement No. 33-90450,
and (ii) Amendment attached as Exhibit A to Information Statement and
Prospectus Supplement filed November 20, 1991
3.1 Bylaws of BOK Financial, incorporated by reference to Exhibit 3.1 of
Registration Statement on Form S-1 No. 33-90450
4.0 The rights of holders of the common stock and preferred stock of BOK
Financial are set forth in its Articles of Incorporation Incorporation
5.0* Opinion of Frederic Dorwart, Lawyers regarding the legality of the
shares of common stock being registered
10.0 Employment Agreement of Robert G. Greer (incorporated by reference to
Exhibit 10.0 of Registration Statement on Form S-4, as amended, filed
September 20, 2002, Registration Statement No. 333-98685)
23.0* Consent of Ernst & Young, LLP
23.1*Consent of Cornelius, Stegent & Price, LLP Form
23.2*Consent of Frederic Dorwart, Lawyers (included in opinion filed as
Exhibit 5.0)
---------------
* filed herewith
--------------------------------------------------------------------------------
EXHIBIT 5.0
Opinion of Frederic Dorwart, Lawyers
Frederic Dorwart, Lawyers
124 E. 4th Street
Tulsa, Oklahoma 74103
October 17, 2002
BOK Financial Corporation
Bank of Oklahoma Tower
Boston Avenue at Second Street
Tulsa, Oklahoma 74172
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-3 ("Registration
Statement") to be filed by you with the Securities and Exchange Commission in
connection with the registration under the Securities Act of 1933, as amended,
of ________ shares of your common stock to be offered pursuant to the prospectus
which forms a part of the Registration Statement. As your counsel in connection
with these transactions, we have examined the proceedings taken and proposed to
be taken in connection with the issue and sale of the shares.
It is our opinion that the shares have been legally and validly issued, fully
paid, and are non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement, including the prospectus constituting a part thereof and any
amendment thereto.
Sincerely,
/s/ FREDERIC DORWART
---------------------------------
Frederic Dorwart
EXHIBIT 23.0
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement Form S-3 and related Prospectus of BOK Financial
Corporation dated October 17, 2002, and to the incorporation by reference
therein of our report dated January 23, 2002, with respect to the consolidated
financial statements of BOK Financial Corporation incorporated by referenced in
its Annual Report (Form 10-K) for the year ended December 31, 2001, filed with
the Securities and Exchange Commission.
/s/ ERNST & YOUNG, LLC
--------------------------------
ERNST & YOUNG, LLC
October 11, 2002
Tulsa, Oklahoma
EXHIBIT 23.1
CONSENT CORNELIUS, STEGENT & PRICE, LLP
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Bank of Tanglewood, N.A.:
We consent to the use of our report dated February 13, 2002 in the Registration
Statement Form S-3 of BOK Financial Corporation which report appears in the
Registration Statement on Form S-4 of Bank of Oklahoma Financial Corporation
filed on September 20, 2002. We also consent to the reference to our firm under
the heading "Experts" in this registration statement.
/s/ CORNELIUS, STEGENT & PRICE, LLP
-----------------------------------
CORNELIUS, STEGENT & PRICE, LLP
Houston, Texas
October 16, 2002