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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
AMERICAN BANCSHARES, INC.
(NAME OF ISSUER)
__________________________________
COMMON STOCK, $1.175 PAR VALUE PER SHARE
(TITLE OF CLASS OF SECURITIES)
024086100
(CUSIP NUMBER OF CLASS OF SECURITIES)
__________________________________
MICHAEL W. GULLION
GOLD BANC CORPORATION, INC.
11301 NALL AVENUE
LEAWOOD, KANSAS 66211
(913) 451-8050
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTES AND COMMUNICATIONS)
COPIES TO:
CRAIG L. EVANS, ESQ.
STINSON, MAG & FIZZELL, P.C.
1201 WALNUT STREET
KANSAS CITY, MISSOURI 64106
(816) 842-8600
__________________________________
SEPTEMBER 6, 1999
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of Sections 240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check he following box.
NOTE: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See Section 240.13d-7(b) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a
prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
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<PAGE>
13D
Page 2 of 5 Pages
CUSIP NO. 024086100
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(1) NAME OF REPORTING PERSONS: I.R.S. IDENTIFICATION NO. OF
ABOVE PERSONS
Gold Banc Corporation, Inc.
___________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) X
___
(b) /__/
___________________________________________________________________
(3) SEC USE ONLY
___________________________________________________________________
(4) SOURCE OF FUNDS:
OO (no funds required)
___________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e):
___
/__/
___________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION:
Kansas
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Number of (7) SOLE VOTING POWER 0
Shares Bene- __________________________________________________
ficially (8) SHARED VOTING POWER 493,694
Owned by ___________________________________________________
Each Report- (9) SOLE DISPOSITIVE POWER 0
ing Person ___________________________________________________
With (10) SHARED DISPOSITIVE POWER 0
__________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON:
493,694
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(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES ___
/__/
__________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED TO AMOUNT IN ROW (11):
9.8%
___________________________________________________________________
(14) TYPE OF REPORTING PERSON:
CO
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<PAGE>
Page 3 of 5 Pages
13D
ITEM 1. SECURITY AND ISSUER.
The name of the issuer is American Bancshares, Inc., a Florida
corporation (the "Company"), and the address of its principal
executive offices is 4502 Cortez Road West, Bradenton, Florida
34210-2801. This Schedule 13D relates to a Voting Agreement
entered into in connection with the proposed merger (the "Merger")
of the Company into Gold Banc Acquisition Corporation XI, Inc.
("Acquisition Subsidiary"), a wholly-owned subsidiary of Gold Banc
Corporation, Inc. ("Gold Banc"), pursuant to an Agreement and Plan
of Reorganization, dated September 6, 1999 (the "Merger
Agreement"). The Voting Agreement requires J. Gary Russ, Ronald L.
Larson, Timothy I. Miller, Dan E. Molter, Kirk D. Moudy, Lynn B.
Powell, III, Walter L. Presha, R. Jay Taylor and Edward D. Wyke
(collectively, the "Significant Stockholders") to vote their shares
of Common Stock of the Company (a) in favor of the Merger, the
Merger Agreement (as amended from time to time) and the
transactions contemplated by the Merger Agreement, and (b) against
any competing acquisition proposal, or any other action or
agreement that would result in a breach of any representation,
warranty, covenant or agreement of the Company set forth in the
Merger Agreement, or which could result in any conditions to the
Company's obligations under the Merger Agreement not being
fulfilled. The Voting Agreement terminates upon the consummation
of the Merger or the termination of the Merger Agreement.
ITEM 2. IDENTITY AND BACKGROUND
(a) Name: Gold Banc Corporation, Inc., a Kansas
corporation.
(b) Principal Business: Bank holding company.
(c) Principal Business and Principal Office
Address: 11301 Nall Avenue, Leawood, Kansas 66211.
(d) During the last five years, Gold Banc has not
been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the last five years, Gold Banc has not
been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any
violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
No payments were made in connection with the execution of the
Voting Agreement.
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Page 4 of 5 Pages
ITEM 4. PURPOSE OF THE TRANSACTION.
The purpose of the execution of the Voting Agreement was to
induce Gold Banc to enter into the Merger Agreement, and thereby
facilitate the Merger. As a result of the Merger, the Company will
be acquired by Gold Banc. Upon consummation of the Merger, Common
Stock of the Company would become eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(b) Gold Banc beneficially owns 493,694 shares of Common
Stock (9.8% of the outstanding shares), all of which Gold Banc
shares voting power, but has no dispositive power.
(c) Gold Banc has not effected any transactions
during the past 60 days.
(d) Gold Banc has shared voting power to the extent
described in the response to Item 2 hereof which is incorporated
herein by reference. Gold Banc does not have the right to receive
or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the shares described in the preceding
sentence.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
The Voting Agreement described in Item 1 hereof, attached
hereto as Exhibit A, relates to the voting of shares of Common
Stock held by the Significant Stockholders.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A - Voting Agreement, dated September 6,
1999 between Gold Banc and the
Significant Stockholders.
<PAGE>
Page 5 of 5 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
Dated: September 15, 1999.
GOLD BANC CORPORATION, INC.
By: ____________________________
Name:
Title:
EXECUTION COPY
VOTING AGREEMENT
THIS VOTING AGREEMENT (this "Agreement"), dated as of
September 6, 1999, is made by and among J. GARY RUSS, an
individual, RONALD L. LARSON, an individual, TIMOTHY I. MILLER,
an individual, DAN E. MOLTER, an individual, KIRK D. MOUDY, an
individual, LYNN B. POWELL, III, an individual, WALTER L. PRESHA,
an individual, R. JAY TAYLOR, an individual, and EDWARD D. WYKE,
an individual (collectively, the "Significant Stockholders"), and
GOLD BANC CORPORATION, INC., a Kansas corporation ("Gold Banc").
RECITALS
A. Gold Banc, Gold Banc Acquisition Corporation XI,
Inc., a Kansas corporation ("Acquisition Subsidiary"), American
Bancshares, Inc., a Florida corporation (the "Company"), are
entering into an Agreement and Plan of Reorganization, dated the
date hereof (the "Merger Agreement"), which provides, among other
things, that the Company will merge with and into Acquisition
Subsidiary (the "Merger"). Capitalized terms used herein that
are not otherwise defined herein shall have the meanings given to
such terms in the Merger Agreement.
B. As a condition to Gold Banc entering into the
Merger Agreement, Gold Banc has required that each of the
Significant Stockholders agree, and in order to induce Gold Banc
to enter into the Merger Agreement, each of the Significant
Stockholders has agreed, to enter into this Agreement with
respect to all the shares of Company Common Stock now owned or
which may hereafter be acquired by each of the Significant
Stockholders (the "Controlled Shares").
AGREEMENT
ACCORDINGLY, in consideration of the premises, the
mutual covenants and agreements set forth herein and other good
and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties hereto agree as follows:
1. Voting Agreement. Each of the Significant Stockholders
hereby agrees that during the time this Agreement is in effect,
at any meeting of the stockholders of the Company, however
called, and in any action by written consent of the stockholders
of the Company, each of the Significant Stockholders shall vote
its Controlled Shares: (a) in favor of the Merger, the Merger
Agreement (as amended from time to time) and the transactions
contemplated by the Merger Agreement, and (b) against any
competing Acquisition Proposal, or any other action or agreement
that would result in a breach of any representation, warranty,
covenant or agreement of the Company set forth in the Merger
Agreement, or which could result in any of the conditions to the
Company's obligations under the Merger Agreement not being
fulfilled.
<PAGE>
2. Representations and Warranties. Each Significant
Stockholder hereby represents and warrants to Gold Banc, solely
with respect to itself and the Controlled Shares owned by such
Significant Stockholder, as follows:
(a) Authority. The Significant Stockholder has all
necessary power and authority to execute and deliver this
Agreement, to perform its obligations hereunder and to consummate
the transactions contemplated hereby. This Agreement has been
duly and validly executed and delivered by the Significant
Stockholder and constitutes the legal, valid and binding
obligation of the Significant Stockholder, enforceable against
the Significant Stockholder in accordance with its terms.
(b) No Conflict. The execution and delivery of this
Agreement by the Significant Stockholder does not, and the
performance of this Agreement by the Significant Stockholder will
not, to the knowledge of the Significant Stockholder, (i)
conflict with or violate the Certificate of Incorporation or
Bylaws or other organizational documents of the Company or any
Subsidiary, (ii) conflict with or violate any Law applicable to
the Significant Stockholder or to which the Controlled Shares are
subject, or (iii) conflict with, violate or result in any breach
of or constitute a default (or an event that which notice or
lapse of time or both would become a default) under, or give to
others any rights of termination, amendment, acceleration or
cancellation of, or result in the creation of a Lien on any of
the Controlled Shares, pursuant to any Contract or Lien or other
instrument or obligation to which the Significant Stockholder is
a party, or to which the Significant Stockholder or the
Controlled Shares are subject.
(c) No Consents. The execution and delivery of this
Agreement by the Significant Stockholder does not, and the
performance of this Agreement by the Significant Stockholder will
not, require the Consent of any Person, including any
Governmental Entity.
3. Title to the Controlled Shares. As of the date hereof,
the Significant Stockholder is the record or beneficial owner of
the number of shares of Common Company Stock listed for such
Significant Stockholder on Schedule A hereto. The Controlled
Shares are owned free and clear of all Liens, rights of first
refusal, limitations on the Significant Stockholder's voting
rights and other encumbrances of any nature whatsoever. The
Significant Stockholder has not appointed or granted any proxies,
which appointments or grants are still effective, with respect to
the Controlled Shares.
4. Covenants. Each Significant Stockholder hereby
covenants and agrees, solely with respect to itself and the
Controlled Shares owned by such Significant Stockholder, as
follows:
(a) No Inconsistent Agreements. Except as
contemplated by this Agreement and the Merger Agreement, the
Significant Stockholder will not enter into any voting agreement
or grant any proxy or power of attorney with respect to its
Controlled Shares that are inconsistent with this Agreement.
<PAGE>
(b) No Transfer of Stock. The Significant Stockholder
will not, without the prior written consent of Gold Banc, offer
for sale, sell, transfer, tender, pledge, encumber, assign,
hypothecate, cause to be redeemed or purchased or otherwise
transfer or dispose of, directly or indirectly, record or
beneficial ownership of any of the Controlled Shares.
(c) No Exercise of Options. The Significant
Stockholder will not, without the prior written consent of Gold
Banc, exercise, sell or transfer any option or contract to
purchase, purchase any option to sell, grant any option right or
warrant to purchase, or otherwise transfer or dispose of,
directly or indirectly, record or beneficial ownership of any
option or warrant to purchase, or acquire, any Company Common
Stock or any securities convertible into any Company Common
Stock.
5. Miscellaneous.
(a) Termination. This Agreement shall terminate upon
the earlier of: (i) the Effective Time of the Merger or (ii)
termination of the Merger Agreement pursuant to Section 11.1
thereof.
(b) Specific Performance. The parties hereto agree
that irreparable damage would occur in the event a provision of
this Agreement is not performed in accordance with the terms
hereof and that Gold Banc shall be entitled to specific
performance of the terms hereof, in addition to any other remedy
at law or in equity.
(c) Entire Agreement. This Agreement and the Merger
Agreement constitute the entire Agreement between Gold Banc and
each of the Significant Stockholders with respect to the subject
matter hereof and thereof and supersede all prior agreements and
understandings, both written and oral, between Gold Banc and each
of the Significant Stockholders with respect to the subject
matter hereof.
(d) Amendment. The Agreement may not be amended except
by an instrument in writing signed by the parties hereto.
(e) Severability. If any term or other provision of
this Agreement is invalid, illegal or incapable of being enforced
by any rule of law, or public policy, all other conditions and
provisions of this agreement shall nevertheless remain in full
force and effect so long as the economic or legal substance of
this Agreement is not effected in any manner materially adverse
to any party. Upon such determination that any term or other
provision is invalid, illegal or incapable of being enforced, the
parties hereto shall negotiate in good faith to modify this
Agreement so as to effect the original intent of the parties as
closely as possible to the fullest extent permitted by applicable
law in a mutually acceptable manner in order that the terms of
this Agreement remain as originally contemplated to the fullest
extent possible.
<PAGE>
(f) Governing Law. This Agreement shall be governed
by, and construed in accordance with, the laws of the State of
Florida.
(g) Counterparts. This Agreement may be executed in
two or more counterparts and by the different parties hereto on
separate counterparts, each of which, when so executed, shall be
deemed to be an original and such counterparts together shall
constitute one and the same agreement.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and delivered as of the date first
written above.
/s/ J. Gary Russ
J. Gary Russ
/s/ Ronald L.Larson
Ronald L. Larson
/s/ Timothy I. Miller
Timothy I. Miller
/s/ Dan E. Molter
Dan E. Molter
/s/ Kirk D. Moudy
Kirk D. Moudy
/s/ Lynn B. Powell, III
Lynn B. Powell, III
/s/ Walter L. Presha
Walter L. Presha
/s/ R. Jay Taylor
R. Jay Taylor
/s/ Edward D. Wyke
Edward D. Wyke
<PAGE>
GOLD BANC CORPORATION, INC.
By:__________________________
Name:
Title:
<PAGE>
SCHEDULE A
NAME OF SIGNIFICANT STOCKHOLDER NUMBER OF CONTROLLED SHARES*
J. Gary Russ 208,679
Ronald L. Larson 55,442
Timothy I. Miller 48,047
Dan E. Molter 57,157
Kirk D. Moudy 26,518
Lynn B. Powell, III 22,818
Walter L. Presha 25,765
R. Jay Taylor 6,818
Edward D. Wyke 42,450
*Includes 6,818 stock options held by each.
