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As filed with the Securities and Exchange Commission on June 27, 2001
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2000
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A. Full title of the plan and the address of the plan:
BOK FINANCIAL THRIFT PLAN FOR SALARIED EMPLOYEES
Bank of Oklahoma Tower
Tulsa, Oklahoma
74192
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B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
BOK Financial Corporation
Bank of Oklahoma Tower
Tulsa, Oklahoma 74192
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Exhibit Number Description of Exhibit
23.0 Consent of Ernst & Young, LLP
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the employee benefit
plan) have duly caused this annual report to be signed on its behalf by
the undersigned hereunto duly authorized.
BOK FINANCIAL THRIFT PLAN FOR SALARIED
EMPLOYEES
Date: June 27, 2001 By: /s/ Gregg Jaynes
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Gregg Jaynes
Vice President,
Manager of Corporate Compensation
BOK Financial Thrift Plan for Salaried Employees
Financial Statements
and Supplemental Schedule
As of December 31, 2000 and 1999,
and for the Year ended December 31, 2000
Index to Financial Statements
Report of Independent Auditors..............................................1
Audited Financial Statements
Statements of Net Assets Available for Benefits.............................2
Statement of Changes in Net Assets Available for Benefits...................3
Notes to Financial Statements...............................................4
Supplemental Schedule
Schedule H; Line 4i--Schedule of Assets (Held at End of Year)...............9
Report of Independent Auditors
The Plan Administrative Committee
BOK Financial Thrift Plan for Salaried Employees
We have audited the accompanying statements of net assets available for benefits
of the BOK Financial Thrift Plan for Salaried Employees as of December 31, 2000
and 1999, and the related statement of changes in net assets available for
benefits for the year ended December 31, 2000. These financial statements are
the responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan at
December 31, 2000 and 1999, and the changes in its net assets available for
benefits for the year ended December 31, 2000, in conformity with accounting
principles generally accepted in the United States.
Our audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedule of assets
(held at end of year) as of December 31, 2000, is presented for purposes of
additional analysis and is not a required part of the financial statements, but
is supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. This supplemental schedule is the responsibility of the
Plan's management. The supplemental schedule has been subjected to the auditing
procedures applied in our audits of the financial statements and, in our
opinion, is fairly stated in all material respects in relation to the financial
statements taken as a whole.
May 4, 2001
BOK Financial Thrift Plan for Salaried Employees
Statements of Net Assets Available for Benefits
December 31
2000 1999
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Assets
Investments:
BOKF Common Stock $ 10,684,500 $ 9,368,883
American Performance Funds:
Growth Equity Fund 2,320,822 980,973
Equity Fund 7,562,925 8,465,139
Cash Management Fund 4,612,545 4,008,257
Intermediate Bond Fund 4,686,091 3,871,612
SEI Funds:
S&P 500 Index Fund 19,094,936 20,321,862
Stable Asset Fund 4,500,203 4,069,341
Equity Income Fund 3,786,341 3,952,215
American Advantage Funds:
Balanced Fund 1,107,480 1,133,511
International Equity Fund 1,908,348 1,585,286
Neuberger and Berman Genesis Trust Fund 5,195,696 3,603,024
Participant loans 2,876,902 2,330,664
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Total investments 68,336,789 63,690,767
Cash 395,042 573,835
Accrued interest receivable 84,807 103,180
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Total assets 68,816,638 64,367,782
Liabilities
Due to broker 269,787 307,422
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Net assets available for benefits $ 68,546,851 $ 64,060,360
==================================
See accompanying notes.
BOK Financial Thrift Plan for Salaried Employees
Statement of Changes in Net Assets Available for Benefits
Year ended December 31, 2000
Additions
Investment income (loss):
Interest and dividends $ 1,352,075
Net depreciation in fair value of investments (1,340,798)
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11,277
Contributions:
Participant 5,693,877
Employer 2,233,071
Rollovers 855,096
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Total additions 8,793,321
Deductions
Benefits paid directly to participants 4,306,830
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Net increase 4,486,491
Net assets available for benefits at beginning of year 64,060,360
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Net assets available for benefits at end of year $ 68,546,851
===================
See accompanying notes.
BOK Financial Thrift Plan for Salaried Employees
Notes to Financial Statements
December 31, 2000
1. Description of Plan
The following description of the BOK Financial Thrift Plan for Salaried
Employees (the Plan) provides only general information. Participants should
refer to the Summary Plan Description or the Plan document for a more complete
description of the Plan's provisions.
General
The Plan is a 401(k) defined contribution plan covering all salaried employees
of BOK Financial Corporation (BOKF) and its subsidiaries and affiliates
(collectively, the Employer or Company) who have attained age 21 and who have
completed at least one year of service (equivalent to 1,000 hours). The Plan is
subject to the provisions of the Employee Retirement Income Security Act of 1974
(ERISA).
Contributions
Participants may elect to contribute up to 12% of their compensation (as defined
by the Plan) on a pre-tax basis pursuant to a salary reduction agreement filed
with the Plan administrator. In addition, participants may make after-tax
contributions to the Plan. The sum of the percentage of pre-tax and after-tax
contributions shall not exceed 20% of each participant's compensation.
The Employer may make a discretionary matching contribution out of net current
profits and earned surplus (as defined by the Plan). The matching contribution
may be made in cash or in shares of BOKF Common Stock. In 2000, the entire
matching contribution of $2,233,071 was made in cash.
For 2000, the Employer matching contribution ranged from $.40 to $1.00 for each
dollar of the participant's contributions, up to 5% of compensation, based on
each participant's years of service as follows:
Years of Service Matching Percentage
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Less than four years 40%
At least four, but less than ten, years 60%
At least ten, but less than fifteen, years 80%
Fifteen or more years 100%
1. Description of Plan (continued)
The Employer may, at its sole discretion, make an additional discretionary
contribution to the Plan. There was no discretionary contribution in 2000.
Participant Accounts
Each participant's account is credited with the participant's contribution and
allocations of (a) the Employer's contribution and (b) Plan earnings.
Allocations are based on participant earnings or account balances, as defined by
the Plan. The benefit to which a participant is entitled is the benefit that can
be provided from the participant's vested account.
Vesting
Participants vest in Employer matching contributions based upon years of
service, as defined by the Plan. Participants are 100% vested upon completion of
five years of service and are immediately vested in their deferred (pre-tax)
contributions, after-tax contributions, and the actual earnings thereon.
Loans
Participants may borrow against their accounts in amounts of not less than
$1,000 and not to exceed the lesser of $50,000 or 50% of the participant's
vested account balance. Loans will bear interest based on the current banking
prime rate and may not exceed a five-year term, unless it is used to acquire the
primary residence of the participant, in which case the maximum term may be 25
years. The loans are secured by the balances in the participants' accounts.
Interest rates range from 7.75% to 13%. Repayment is made by payroll
withholdings of level installments of principal and interest.
Payment of Benefits
A participant who terminates employment with a vested account balance of less
than $5,000 will receive a lump-sum payment. If the participant has a vested
balance which exceeds $5,000, the Plan will make a distribution only with the
consent of the participant at any time prior to the earlier of the participant's
65th birthday or death. In lieu of a lump-sum payment, a participant who
terminates employment as an employee after his or her 65th birthday or after
attaining age 60 and completing 10 years of service, shall be
1. Description of Plan (continued)
entitled to elect monthly, quarterly, semiannual, or annual installment payments
to be paid over a period not to exceed 10 years from the benefit commencement
date. The installments may be accelerated at the direction of the participant.
Forfeitures
Forfeited balances of terminated participants' nonvested accounts are utilized
to pay administrative costs or to reduce future Employer contributions. During
2000, forfeitures of $44,014 were used to reduce Employer matching
contributions.
Plan Termination
The Employer expects to continue the Plan indefinitely. However, the Employer
reserves the right to discontinue the Plan or to amend the Plan, in whole or in
part, from time-to-time. In the event of Plan termination, participants will
become 100% vested in their accounts.
2. Summary of Significant Accounting Policies
Basis of Accounting
The financial statements of the Plan are prepared on the accrual basis of
accounting.
Investment Valuation and Income Recognition
Shares of registered investment companies are valued at published market prices,
which represent the net asset value of shares held by the Plan at year-end. The
BOKF Common Stock is valued at the quoted market price. Participant loans
receivable are valued at cost, which approximates fair value.
Purchases and sales of securities are recorded on a trade-date basis. Dividend
income is recorded on the ex-dividend date. Interest income is recorded on the
accrual basis.
Administrative Expenses
The Employer pays all administrative expenses except for loan origination fees,
which are paid by the participants.
2. Summary of Significant Accounting Policies (continued)
Use of Estimates
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
that affect the amounts reported in the financial statements and accompanying
notes. Actual results could differ from those estimates.
3. Investments
The Plan's investments are held by a bank-administered trust fund at Bank of
Oklahoma, N.A. Trust Division (the Trustee). During 2000, the Plan's investments
(including investments purchased and sold, as well as held during the year)
appreciated (depreciated) in fair value as determined by quoted market prices
for BOKF Common Stock and published market prices for registered investment
companies as follows:
Net Appreciation
(Depreciation) in
Fair Value
of Investments
-----------------------
BOKF Common Stock $ 704,578
Registered investment companies (2,045,376)
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$(1,340,798)
=======================
The fair values of individual investments that represent 5% or more of the
Plan's net assets are separately identified in the financial statements.
4. Income Tax Status
The Plan has received a determination letter from the Internal Revenue Service
dated November 24, 1999, stating that the Plan is qualified under Section 401(a)
of the Internal Revenue Code (the Code) and, therefore, the related trust is
exempt from taxation. Once qualified, the Plan is required to operate in
conformity with the Code to maintain its qualification. The Plan administrator
believes the Plan is being operated in compliance with the applicable
requirements of the Code and, therefore, believes that the Plan is qualified and
the related trust is tax exempt.
5. Reconciliation of Financial Statements to the Form 5500
The following reconciles net assets available for benefits per the financial
statements to the Form 5500:
December 31
2000 1999
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Net assets available for benefits per the
financial statements $ 68,546,851 $ 64,060,360
Benefits payable to participants (32,402) (220,636)
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Net assets available for benefits per
per the Form 5500 $ 68,514,449 $ 63,839,724
================= =================
December 31
2000
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Benefits paid directly to participants per the financial statements
$ 4,306,830
Less benefits payable to participants at December 31, 1999
(220,636)
Add benefits payable to participants at December 31, 2000
32,402
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Benefits paid directly to participants per the Form 5500 $ 4,118,596
=================
Amounts allocated to withdrawn participants are recorded on the Form 5500 for
benefit claims that have been processed and approved for payment prior to
year-end, but not yet paid.
SUPPLEMENTAL SCHEDULE
BOK Financial Thrift Plan for Salaried Employees
EIN: 73-0780382 Plan #: 002
Schedule H; Line 4i--Schedule of Assets (Held at End of Year)
December 31, 2000
(c)
(b) Description of Investments, (e)
Identity of Issuer, Borrower, Including Maturity Date, Rate Current
(a) Lessor, or Similar Party of Interest, or Maturity Value Value
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* BOK Financial Thrift Plan for BOKF Common Stock
Salaried Employees $10,684,500
* Bank of Oklahoma, N.A. American Performance Funds:
Growth Equity Fund 2,320,822
Equity Fund 7,562,925
Cash Management Fund 4,612,545
Intermediate Bond Fund 4,686,091
* Bank of Oklahoma, N.A. SEI Funds:
S&P 500 Index Fund 19,094,936
Stable Asset Fund 4,500,203
Equity Income Fund 3,786,341
* Bank of Oklahoma, N.A. American Advantage Funds:
Balanced Fund 1,107,480
International Equity Fund 1,908,348
* Bank of Oklahoma, N.A. Neuberger and Berman Genesis
Trust Fund 5,195,696
* Participant loans Interest rates ranging from 7.75%
to 13% 2,876,902
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$68,336,789
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*Indicates Party-in-interest to the Plan.
Column (d) is not applicable as all investments are participant directed. o