UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: March 24, 2004 ---------- BancFirst Corporation Oklahoma 000-14384 73-1221379 (State of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 101 N. Broadway, Oklahoma City, OK 73102 (Address of principal executive offices) (Zip Code) Issuer's telephone number: (405) 270-1086 ---------- Item 5. Other Events and Regulation FD Disclosure On March 24, 2004, BancFirst Corporation (the "Company") announced the closing of the sale of an additional $1 million of 7.20% Cumulative Trust Preferred Securities. The additional issuance increased the total public offering amount to $26 million. The trust preferred securities were offered by the Company's wholly-owned subsidiary, BFC Capital Trust II (the "Trust"). The Trust's sole assets are the junior subordinated interest debentures issued by the Company in connection with the issuance of the trust preferred securities. The trust preferred securities of BFC Capital Trust II have a distribution rate of 7.20%, with each share having a liquidation value of $25. The preferred securities are listed on the Nasdaq National Market under the symbol "BANFP." Advest, Inc. and Howe Barnes Investments, Inc. acted as managing underwriters for the offering with Advest, Inc. acting as lead managing underwriter. Item 7(c): Exhibits Exhibit 4.1 First Amendment to Amended and Restated Trust Agreement Exhibit 99.1 Press Release Signatures Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. REGISTRANT: BANCFIRST CORPORATION Date: March 24, 2004 By: /s/ Joe T. Shockley, Jr. ---------------------------- Joe T. Shockley, Jr., Executive Vice President and Chief Financial Officer EXHIBIT INDEX Exhibit No. Description 4.1 First Amendment to Amended and Restated Trust Agreement 99.1 Press Release dated March 24, 2004.