As filed with the Securities and Exchange Commission on June 29, 2006
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 2)
(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. 2 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"). On
June 8, 2006, the Company filed Amendment No. 1 on Form 10-K/A 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.
On June 15, 2006, the Company received a second comment letter from the SEC
stating that the revised report of Ernst & Young LLP with the corrected date
could not be filed as a separate exhibit. Instead, the Company was to re-file
the entire Annual Report, which included the revised report of Ernst & Young
LLP. The Company was also reminded of the requirement to file new officer
certifications pursuant to Rule 12b-15 of the Exchange Act Rules. The sole
purpose of this Amendment No. 2 is to re-file the Company's Annual Report with
the corrected Ernst & Young LLP report date and to provide new officer
certifications. There are no changes to the Company's financial statements or
other Company disclosures contained in the Original Form 10-K. The Company has
not updated the financial statements or disclosures 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
The following information set forth in the 2005 Annual Report is
incorporated herein by reference: the Consolidated Financial Statements and
Notes to Consolidated Financial Statements of BOK Financial Corporation,
together with the report thereon of Ernst & Young LLP dated March 10, 2006,
which appears on page 37 of the 2005 Annual Report, and the Selected Quarterly
Financial Data in Table 5.
This 2005 Annual Report has been revised solely to reference a report date
of March 10, 2006 within the final paragraph of each report of Ernst & Young
LLP, 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 13.0 Annual Report to Shareholders for the fiscal year ended December
31, 2005, filed herewith. Such report, except for those portions
thereof which are expressly incorporated by reference in this
filing, is furnished for the information of the Commission and
is not deemed to be "filed" as part of this Annual Report on
Form 10-K/A.
Exhibit 23.0 Consent of independent registered public accounting firm - Ernst
& Young LLP, filed herewith.
Exhibit 31.1 Certification of Chief Executive Officer Pursuant to Section 302
of the Sarbanes-Oxley Act of 2002, filed herewith.
Exhibit 31.2 Certification of Chief Financial Officer Pursuant to Section 302
of the Sarbanes-Oxley Act of 2002, filed herewith.
Exhibit 32 Certification of Chief Executive Officer and Chief Financial
Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.
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 29, 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
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John C. Morrow
Senior Vice President and
Director of Financial Accounting
and Reporting