For years, BOK Financial Corp. chairman George B. Kaiser was silent while analysts groused that his 75% stake was scaring away investors and depressing BOK’s share price.

Last week, Mr. Kaiser, who took control of $10.3 billion-asset BOK in 1991, finally responded.

Speaking Tuesday at Howe Barnes Investments Inc.’s Community Bank Conference in Chicago, Mr. Kaiser, 58, acknowledged that his ownership position has been a “problem” and said the Tulsa, Okla., company plans to issue more stock “in the next year or so” to dilute his stake.

“I own too much of the stock, and it doesn’t trade actively enough for a company of our size,” Mr. Kaiser said.

Then he dropped this bombshell: Management would put the entire company on the block if it fails to meet its performance target of 12% annual earnings-per-share growth. BOK averaged 14.4% earnings-per-share growth from 1995 to 2000.

“We will either outperform our peers and generate a superior return for the shareholders or we will offer ourselves for sale to someone who can do better with our assets,” he said.

That Mr. Kaiser spoke at all was almost as surprising as what he said. The Howe Barnes conference was the first at which BOK has made a presentation since Mr. Kaiser became chairman a decade ago, but he promised in a follow-up interview that the company would market itself more in the future.

“Investors should have the right to test our performance against our goals,” Mr. Kaiser said.

Joseph Roberto, an analyst at Keefe, Bruyette & Woods Inc., in New York, cheered Mr. Kaiser’s sudden candor.

“BOK is still a bit of a mystery to a lot of people,” said Mr. Roberto, one of just three analysts following BOK. “When they hear the story, I think they’ll be interested. It’s an impressive story.”

BOK is the holding company of four community banks. Its lead subsidiary, Bank of Oklahoma, is the largest in the state — it has 11% of the consumer deposit market and 23% of the commercial loan market.

In January, BOK’s $1.8 billion-asset Bank of Texas subsidiary acquired $424 million-asset CNBT Bancshares of Houston, and the Dallas company is actively seeking to buy more banks. Bank of Texas chief executive officer Fred Ball said last month that it could announce a new deal as early as the third quarter. BOK also owns banks in Albuquerque and in Fayetteville, Ark.

BOK reported earnings of $100.1 million for 2000 and $27.4 million for the first three months of 2001. Its stock was trading at $25.05 Friday afternoon.

Despite the ownership issue, the stock has climbed almost 60% in the last year. But its share price remains far below that of many similar competitors of similar size, including First Virginia Banks Inc. in Falls Church, Va., which was trading at $45.04 Friday, and Commerce Bancorp in Cherry Hill, N.J., which was trading at $70.10.

Bradley J. Ness, first vice president with Howe Barnes, said Mr. Kaiser’s dominant ownership position was “the reason BOK’s stock trades more like a $1 billion company.”

Still, Mr. Ness said, Mr. Kaiser’s comments “really underscore the fact that they’re serious about increasing awareness.”

Mr. Roberto said Mr. Kaiser, who made his fortune in oil, is, bottom line, a businessman.

“If he can’t hit those performance targets, he’d make a lot more money selling the bank,” the analyst said. “He’s a capitalist. He wants to maximize his financial wellbeing.”

But Mr. Ness cautioned that BOK needs to explain to investors how it intends to use the proceeds before issuing any new shares — something the company has yet to do.

“I wouldn’t want to see it if they are just doing it to increase volume,” he said.

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