Stock Purchase Agreement

BANCFIRST CORPORATION
EXHIBIT 10.8


STOCK PURCHASE AGREEMENT


THIS STOCK PURCHASE AGREEMENT ("Agreement") is made and entered into as of the 14th day of November, 2000, by and among BancFirst Corporation, Oklahoma City, Oklahoma, an Oklahoma corporation ("BANCFIRST"), Pickard Limited Partnership, an Oklahoma partnership ("PICKARD"), and Century Life Assurance Company, an Oklahoma-chartered life insurance company (together with its wholly owned subsidiary, "CENTURY").


W I T N E S S E T H:


WHEREAS, PICKARD owns all of the issued and outstanding shares of CENTURY; and


WHEREAS, the Board of Directors of BANCFIRST and the general partners of PICKARD have reached an agreement for the acquisition (the "Acquisition") by BANCFIRST of seventy five percent (75%) of the issued and outstanding common stock of CENTURY (the "Common Stock") from PICKARD in accordance with the terms of this Agreement.


NOW, THEREFORE, in consideration of the mutual promises, covenants, and agreements herein contained, the parties agree as follows:


ARTICLE I


The Acquisition and Related Matters


1.01 The Acquisition. Subject to the terms and conditions of this
--------------- Agreement, at the Closing (as such term is defined in Section 1.03 hereof),
------------ 1,125,000 shares of Common Stock (the "Shares"), representing seventy five percent (75%) of the shares of Common Stock which are outstanding immediately prior to the Closing, shall be purchased by and become the property of BANCFIRST upon payment of the purchase price (the "Purchase Price"), which shall be an amount equal to 75% of the sum of (a) $6,592,000, and (b) statutory net income from April 30, 2000 through December 31, 2000, not to exceed the net change in stockholders' equity from April 30, 2000 through December 31, 2000, as calculated under United States generally accepted accounting principles.


1.02 Effective Time. The Acquisition shall become effective at
-------------- 12:01 a.m. January 1 , 2001, provided that regulatory approvals have been - -------------------- received and all required waiting periods shall have expired by that date (the "Effective Time"). If such conditions have not been met to allow a closing on January 1, 2001, then the Acquisition shall become effective as of the 12:01 a.m. on the first day of the month following the completion of all the conditions.


1.03 Closing. The closing of the transactions contemplated by this
------- Agreement (the "Closing"), shall take place at such time and place as the parties may mutually agree, but no later than the Effective Time (the "Closing Date").


1.04 Deliveries by PICKARD. At the Closing, PICKARD shall deliver
--------------------- the following:


(a) Certificates representing the Shares, duly endorsed for transfer to BANCFIRST (without reference to any encumbrance) necessary to vest BANCFIRST with indefeasible title to the Shares;


(b) The certificate described in Section 7.01;
------------


(c) The consents and approvals required by Section 2.04;
------------


(d) The resolutions referred to in Section 2.01;
------------


(e) The resignations referred to in Section 5.04; and
------------


(f) All other documents, schedules, instruments and writings required by this Agreement to be delivered by PICKARD at the Closing and any other documents or records reasonably requested by BANCFIRST in connection with this Agreement.


1.05 Deliveries by BANCFIRST. At the Closing, BANCFIRST shall
----------------------- deliver the following:


(a) Cash in immediately available funds for the Purchase Price as set forth in Section 1.01;
------------


(b) The certificate described in Section 6.01;
------------


(c) The consents and approvals required by Section 3.04,if any;
------------


(d) The resolutions referred to in Section 3.02; and
------------


(e) All other documents, instruments and writings required by this Agreement or reasonably requested by PICKARD or CENTURY in connection with this Agreement.


ARTICLE II


Representations and Warranties of PICKARD AND CENTURY


Except as may be disclosed to BANCFIRST in the Schedules described herein or otherwise described in a writing referred to herein which will be delivered to BANCFIRST by PICKARD and CENTURY following the execution and delivery of this Agreement, PICKARD and CENTURY hereby represent and warrant to BANCFIRST as follows (all such representation and warranties shall also apply to subsidiaries of CENTURY):


2.01 Corporate Organization, Authorization, etc. CENTURY is an
------------------------------------------ Oklahoma corporation duly organized, validly existing and in good standing under the laws of the State of Oklahoma and has full corporate power and authority to conduct its business as it is now being conducted and to own or lease the properties and assets it now owns or holds under lease; is duly qualified or licensed to do business and is in good standing in every other state of the United States and other jurisdictions where the character of its business or the nature of its properties makes such qualification or licensing necessary. PICKARD has full power and authority to enter into this Agreement, to consummate the transactions contemplated herein. This Agreement has been duly executed and delivered by PICKARD and, is a valid and binding agreement of PICKARD in accordance with its terms, subject to laws relating to creditors' rights generally. CENTURY will deliver to BANCFIRST true, accurate and complete copies of the currently effective Certificate of Incorporation and Bylaws of CENTURY, as well as certified resolutions approving the execution and delivery of the Agreement.


2.02 Authorized and Outstanding Stock. The authorized capital stock
-------------------------------- of CENTURY consists of 1,500,000 shares of common stock. As of the date hereof, 1,500,000 shares of Century Common Stock are issued and outstanding. All of such issued shares are validly issued, fully paid and nonassessable. CENTURY does not have outstanding, and is not bound by, any subscriptions, options, warrants, calls, commitments or agreements to issue any additional shares of its capital stock, including any right of conversion or exchange under any outstanding security or other instrument, and CENTURY is not obligated to issue any shares of its capital stock for any purpose. There are no unsatisfied preemptive rights in respect to the capital stock of CENTURY.


2.03 Subsidiaries, Affiliates, etc. There are no subsidiaries or
----------------------------- affiliates of CENTURY, except for Century Property and Casualty Insurance Company, of which CENTURY presently owns all of the 500,000 shares outstanding.


2.04 Consents, Approvals, Filings, etc., of Governmental
--------------------------------------------------- Authorities. Neither the business nor operations of CENTURY requires any - ----------- consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated herein, except for approval of the Oklahoma Insurance Commission.


2.05 Financial Statements. CENTURY has furnished BANCFIRST with the
-------------------- audited financial statements of CENTURY at December 31, 1999, and unaudited financial statements of CENTURY for the six months ended June 30, 2000. Such financial statements have been prepared in accordance with statutory accounting principles ("SAP") consistently applied throughout the periods presented, and except as otherwise indicated therein, they present fairly the financial position, results of operations, and the related changes in financial position for such periods in accordance with statutory accounting principles. The financial statements of CENTURY at December 31, 1999 and June 30, 2000 are referred to herein as the "CENTURY Financial Statements".


2.06 Absence of Undisclosed Liabilities. CENTURY has no liabilities
---------------------------------- of any nature, whether accrued, absolute, contingent or otherwise, and whether due or to become due, which in the aggregate are material to CENTURY's consolidated financial position, except those (i) reflected in the CENTURY Financial Statements, or in the notes thereto as a liability or by adequate reserves therefor, or (ii) incurred in the ordinary course of business of CENTURY since June 30, 2000, all of which have been consistent with past practices.


2.07 Absence of Changes. Since June 30, 2000, there has been no
------------------ Material Adverse Effect to the business, results of operations, prospects, financial condition or liabilities (accrued, absolute, contingent or otherwise), of CENTURY taken as a whole. For purposes of this provision and all other provisions of this Agreement which use the term "Material Adverse Effect," a material adverse effect is hereby defined to be any event or series of events which in the aggregate negatively impact or which have the potential to negatively impact the equity capital of CENTURY by $40,000 or more.


There has not been any change in such business, results of operations, prospects, financial condition or liabilities or occurrence of any events of the type prohibited in Section 4.02 hereof (as if the restriction in Section 4.02
------------ ------------ commenced as of June 30, 2000). Since June 30, 2000, there has been no adverse action taken by any federal or state regulatory agency relating to CENTURY.


2.08 No Violation. The execution and delivery of this Agreement and
------------ the performance of the obligations imposed upon PICKARD and CENTURY hereunder and the consummation of the transactions contemplated herein will not constitute or result in a material breach of any term, condition or provision of, or constitute a default under, or result in the creation of any lien, charge or encumbrance upon any property or assets of CENTURY pursuant to (i) any charter or bylaw, or (ii) any material agreement or other instrument to which CENTURY is a party or by which any part of its property is bound, nor will such execution, delivery, performance or consummation violate any law, regulation, judgment, order or decree binding upon CENTURY, nor will the same result in the loss of, or by their terms materially adversely affect any material license, franchise, certificate, legal privilege or legal right enjoyed or possessed by CENTURY, give any party to any material agreement to which any of them is a party the right of termination or give any lender or noteholder, or any trustee for any lender or noteholder, any right to accelerate the maturity of, or increase the rate of interest with respect to, any material indebtedness as to which CENTURY is the direct or indirect obligor, or to claim any default or breach with respect thereto.


2.09 Tax Matters. For tax periods ending on or prior to December
----------- 31, 1999, and except as disclosed on Schedule 2.09:
-------------


(a) The unpaid federal income Taxes (as hereafter defined) of CENTURY do not exceed the reserves for federal income Tax liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and tax income) set forth in the CENTURY Financial Statements.


(b) The unpaid Taxes (other than federal income Taxes) of CENTURY do not exceed the reserves for those Taxes set forth on the CENTURY Financial Statements.


(c) CENTURY has filed all Tax Returns (as hereafter defined) that it was required to file. All such Tax Returns were correct and complete in all material respects. CENTURY is not the beneficiary of any extension of time within which to file any income Tax Return.


(d) There is no material dispute or claim concerning any Tax liability of CENTURY either (i) claimed or raised by any authority in writing or (ii) as to which CENTURY has knowledge based upon personal contact with any agent of such authority.


(e) CENTURY has provided BANCFIRST access to correct and complete copies of all federal income Tax Returns, examination reports, and statements of deficiencies assessed against or agreed to by CENTURY since December 31, 1993. All deficiencies asserted or assessments made as a result of any examinations by the Internal Revenue Service and similar examinations by state and local tax authorities have been fully paid at the date hereof, and CENTURY has not waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to an Tax assessment or deficiency.


(f) CENTURY is subject to federal income Tax as a "life insurance company" within the meaning of Section 801 of the Internal Revenue Code 1986, as amended (the "Code").


(g) To the knowledge of CENTURY, proper and accurate amounts have been withheld by CENTURY in full and complete compliance with the Tax and social security withholdings provisions of applicable Federal, state, local and foreign law, and such withholdings have been timely paid to the respective governmental authorities.


(h) To the knowledge of CENTURY, CENTURY has made all required estimated tax payments sufficient to avoid any underpayment penalties.


For purposes of this Section 2.09, "Tax" means any Federal, state,
------------ local or foreign income, gross receipts, license, severance, occupation, capital gains, premium, environmental (including Taxes under Section 59A of the Code), customs, duties, profits, disability, registration, alternative or add-on minimum, estimated, withholding, payroll, employment, unemployment, insurance, social security (or similar), excise, production, sales, use, value-added, occupancy, franchise, real property, personal property, business and occupation, mercantile, windfall profits, capital stock, stamp, transfer, workmen's compensation or other tax, fee, levy or imposition of any kind whatsoever, including any interest, penalties, additions, assessments or deferred liability with respect thereto, or with respect to any information reporting requirements imposed by the Code or any similar provisions of state, local or foreign law, and any interest in respect of such penalties, additions, assessments or deferred liability, whether or not disputed.


For purposes of this Section 2.09, "Tax Return" means any return,
------------ report, notice, form, declaration, claim for refund, estimate, election, or information statement or other document relating to any Tax, including any schedule or attachment thereto, and any amendment thereof and any documentation required to be retained by the CENTURY in respect of information reporting requirements imposed by the Code or any similar provisions of foreign, state or local law.


2.10 ERISA Compliance. CENTURY is in compliance in all material
---------------- respects with the requirements of the Employee Retirement Income Security Act of 1974, as amended, as such Act may apply to any bonus, incentive compensation, deferred compensation, profit sharing, retirement, pension, group insurance, disability, death benefit, severance or other benefit plan, trust agreement or arrangement of CENTURY in effect on the date hereof or to become effective after the date hereof (the "CENTURY Benefit Plans"). All of the CENTURY Benefit Plans are fully funded as to past service liabilities and all accrued payments thereunder have been paid. As to any plan purporting to be a qualified plan under Section 401 of the Internal Revenue Code of 1986, all necessary action has been taken to effect and maintain the qualifications of such plan. Any trust established in connection with any such plan has no accrued or contingent liability known to CENTURY, other than obligations to its beneficiaries, including without limitation liabilities for any taxes, and any such trust's fiduciaries have no liabilities, accrued or contingent, known to CENTURY, for breach of duty to such trust.


2.11 Property. CENTURY has marketable title to all real property
-------- and good and indefeasible title to all other assets of CENTURY (i) reflected on the CENTURY Financial Statements (ii) thereafter acquired by CENTURY, free and clear of all mortgages, liens, pledges or encumbrances of any nature whatsoever, except for liens for taxes, assessments, governmental charges or levies on its property, if such assessments, governmental charges or levies shall not at the time be due and delinquent or the same thereafter can be paid without penalty, and such encumbrances, purchase money liens and imperfections of title, if any, which do not materially interfere with the present or proposed use of such property or otherwise materially impair the business operations relating to such property; provided, however, that this representation and warranty shall not extend to those assets of CENTURY which in the aggregate are not material to the business, results of operations, prospects or financial condition of CENTURY taken as a whole. All real estate owned by CENTURY will be separately listed on Schedule 2.11. All tangible property and assets of CENTURY, which are material - ------------- to the business, results of operations, prospects of financial condition of CENTURY taken as a whole, have been well maintained and are in good operating condition and repair, in all material respects, except for ordinary wear and tear.


2.12 Additional Schedules to be Furnished to BANCFIRST. In addition
------------------------------------------------- to the Schedules previously delivered to BANCFIRST pursuant to other provisions of this Agreement, PICKARD and CENTURY will deliver to BANCFIRST the following additional Schedules:


(a) Certain Contracts, Agreements, Licenses. Schedule 2.12-a
--------------------------------------- --------------- will list as of the date hereof (i) each contract, including leases (other than policies of insurance, reinsurance agreements and agent contracts), to which CENTURY is a party which involves or may involve aggregate future payments (whether in payment of debt, as a result of a guarantee or indemnification, for goods or services, royalties or otherwise) by or to any of them of $50,000 or more, other than contracts which may be cancelled without penalty on 30 days' notice or less; (ii) franchises, licenses or other agreements of CENTURY; and (iii) all license agreements to which CENTURY is a party by which


CENTURY grants, or is granted, any right to any trademark, trade name, copyright, patent, know-how or other intangible property.


(b) Governmental Licenses, Permits. Schedule 2.12-b lists all
------------------------------ --------------- licenses, certificates, permits and other evidences of authority of any regulatory authority, which licenses, certificates, permits and other evidences of authority singly or in the aggregate are material to the business, results of operations, prospects or financial condition of CENTURY taken as a whole. CENTURY has all necessary governmental authorizations to own its properties and assets and to carry on its business, as now being conducted, the absence of which might have a Material Adverse Effect, and there is no proceeding or investigation pending or threatened which would reasonably be expected to lead to the revocation, amendment, failure to renew, limitation, modification, suspension or restriction of any such permit. CENTURY is n ...