UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
July 21, 2008
BOK FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Oklahoma 000-19341 73-1373454
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
Bank of Oklahoma Tower, Boston Avenue at Second Street, Tulsa, Oklahoma 74172
(Address of principal executive offices)
Registrant's telephone number, including area code:
(918) 588-6000
_____________________N/A___________________________
(Former name or former address, if changes since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425).
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12).
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b)).
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c)).
INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 2.02. Results of Operations and Financial Condition
On July 22, 2008, subsequent to BOK Financial's earnings announcement for
the second quarter of 2008, SemGroup L.P. and 24 related entities filed for
bankruptcy protection. BOK Financial had credit exposure to SemGroup, L.P.
through loans and derivative contracts of approximately $147 million as of June
30, 2008. As disclosed in previous filings with the Securities and Exchange
Commission, the principal owner of SemGroup resigned from the Board of Directors
of BOK Financial on July 16, 2008.
BOK Financial currently expects to recognize pre-tax charges of $71 million
related to SemGroup for the second quarter of 2008 in addition to $16 million
pre-tax charges recognized in the initial earnings release on July 15, 2008. The
total pre-tax charges are based on an assessment of a range of values using
information currently available, including information provided by a nationally
recognized financial advisor to SemGroup. The range considers both the value of
SemGroup as a going concern and its liquidation value. Our current estimate is
based on the lower end of the range of values. BOK Financial's strong capital
position will enable the company to absorb these pre-tax charges without
impeding our operations and growth.
ITEM 2.03. Creation of a Direct Financial Obligation or an Obligation under
an Off-Balance Sheet Arrangement of a Registrant
On July 21, 2008, BOK Financial Corporation entered into a $188 million,
unsecured revolving credit agreement with George B. Kaiser, its Chairman and
principal shareholder. Interest on the outstanding balance is based on one-month
LIBOR plus 125 basis points and payable quarterly. Additional interest on the
unused commitment amount is based on 25 basis points and payable quarterly. This
agreement has no restrictive covenants, which provides greater flexibility to
fund the needs of BOK Financial and its subsidiaries. This agreement expires on
December 2, 2010.
The credit agreement with Mr. Kaiser replaces a credit facility entered
into on December 2, 2005 with a group of commercial banks which was terminated
at the request of BOK Financial on July 21, 2008.
ITEM 9.01. Financial Statements and Exhibits.
(c) Exhibits
99(b) Credit Agreement between BOK Financial Corporation and George B.
Kaiser dated July 21, 2008.
Forward-looking Information
This report contains forward-looking statements that are based on
management's beliefs, assumptions, current expectations, estimates and
projections about BOK Financial, the financial services industry and the economy
generally. Words such as "anticipates," "believes," "estimates," "expects,"
"forecasts," "plans," "projects," variations of such words and similar
expressions are intended to identify such forward-looking statements. Management
judgments relating to and discussion of the provision and allowance for credit
losses involve judgments as to future events and are inherently forward-looking
statements. Assessments that BOK Financial's acquisitions and other growth
endeavors will be profitable are necessary statements of belief as to the
outcome of future events based in part on information provided by others which
BOK Financial has not independently verified. These statements are not
guarantees of future performance and involve certain risks, uncertainties, and
assumptions which are difficult to predict with regard to timing, extent,
likelihood and degree of occurrence. Therefore, actual results and outcomes may
materially differ from what is expected, implied or forecasted in such
forward-looking statements. Internal and external factors that might cause such
a difference include, but are not limited to (1) the ability to fully realize
expected cost savings from mergers within the expected time frames, (2) the
ability of other companies on which BOK Financial relies to provide goods and
services in a timely and accurate manner, (3) changes in interest rates and
interest rate relationships, (4) demand for products and services, (5) the
degree of competition by traditional and nontraditional competitors, (6) changes
in banking regulations, tax laws, prices, levies and assessments, (7) the impact
of technological advances and (8) trends in consumer behavior as well as their
ability to repay loans. BOK Financial and its affiliates undertake no obligation
to update, amend or clarify forward-looking statements, whether as a result of
new information, future events, or otherwise.
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
BOK FINANCIAL CORPORATION
By: /s/ Steven E. Nell
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Steven E. Nell
Executive Vice President
Chief Financial Officer
Date: July 24, 2008