As filed with the Securities and Exchange Commission on June 8, 2006
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 2005
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _____________ to ______________
Commission File No. 0-19341
BOK FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Oklahoma 73-1373454
(State or other jurisdiction (IRS Employer
of Incorporation or Organization) Identification No.)
Bank of Oklahoma Tower
P.O. Box 2300
Tulsa, Oklahoma 74192
(Address of Principal Executive Offices) (Zip Code)
(918) 588-6000
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12 (b) of the Act:
None
Securities registered pursuant to Section 12 (g) of the Act:
Common stock, $0.00006 par value
Indicate by check mark if the registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act. Yes |X| No |_|
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15 (d) of the Act. Yes |_| No |X|
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes |X| No |_|
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. |_|
Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check
one):
Large accelerated filer |X| Accelerated filer |_| Non-accelerated filer |_|
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Act). Yes |_| No |X|
The aggregate market value of the registrant's common stock ("Common
Stock") held by non-affiliates is approximately $948,181,172 (based on the June
30, 2005 closing price of Common Stock of $46.12 per share). As of March 1,
2006, there were 66,955,508 shares of Common Stock outstanding.
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EXPLANATORY NOTE
BOK Financial Corporation (the "Company") is filing this Amendment No. 1 on
Form 10-K/A to amend its Annual Report on Form 10-K for the fiscal year ended
December 31, 2005 as originally filed with the Securities and Exchange
Commission (the "Commission") on March 15, 2006 (the "Original Form 10-K") for
the sole purpose of correcting a mistaken reference to the date of the Reports
of Ernst & Young LLP as March 1, 2006 instead of March 10, 2006. The corrected
dates have been included in Exhibits 99(a) and 99(b) attached hereto. There are
no changes to the Company's financial statements as originally filed. There are
also no changes to the disclosures in the Original Form 10-K, and the Company
has not updated the disclosure contained herein to reflect any events that
occurred at a later date.
The date references in the Company's Annual Report to Shareholders are
correct as originally printed.
ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Included as Exhibit 99 (a) and Exhibit 99 (b) to this Form 10-K/A are the
Report of Ernst & Young LLP, Independent Registered Public Accounting Firm, on
the BOK Financial Corporation consolidated financial statements as of December
31, 2005 and 2004, and the related statements of earnings, shareholders' equity,
and cash flows for each of the three years in the period ended December 31,
2005, and the Report on Effectiveness of Internal Control Over Financial
Reporting as of December 31, 2005, respectively.
These reports have been revised solely to reference a report date of March
10, 2006 within the final paragraph of each report, instead of the previously
referenced March 1, 2006.
The date references in the Company's Annual Report to Shareholders are
correct as originally printed.
ITEM 15 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES
Item 15 beginning on page 17 of the Annual Report on Form 10-K for the
fiscal year ended December 31, 2005 is amended by substituting the following
revised exhibits:
Exhibit 23.0 Consent of independent registered public accounting
firm - Ernst & Young LLP.
Exhibit 99 (a) Report of Ernst & Young LLP, Independent Registered Public
Accounting Firm, on Consolidated Financial Statements.
Exhibit 99 (b) Report of Ernst & Young LLP, Independent Registered Public
Accounting Firm, on Effectiveness of Internal Control over
Financial Reporting.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
BOK FINANCIAL CORPORATION
DATE: June 8, 2006 BY: /s/ Stanley A. Lybarger
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Stanley A. Lybarger
Director, President and Chief
Executive Officer
/s/ Steven E. Nell
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Steven E. Nell
Executive Vice President and
Chief Financial Officer
/s/ John C. Morrow
--------------------------------
John C. Morrow
Senior Vice President and
Director of Financial Accounting
and Reporting