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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 (Date of earliest event reported): January 24, 2000
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AMERICAN BANCSHARES, INC.
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(Exact Name of Registrant as Specified in its Charter)
Florida 0-27474 65-0624640
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
Incorporation) Identification
Number)
4502 Cortez Road West, Bradenton, Florida 34210-2801
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (941) 795-3050
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ITEM 5. OTHER EVENTS.
American Bancshares, Inc., a Florida corporation ("ABAN"), Gold Banc
Corporation, Inc., a Kansas corporation ("Gold Banc"), and Gold Banc Acquisition
Corporation XI, Inc., a Kansas corporation and wholly-owned subsidiary of Gold
Banc ("Acquisition Subsidiary"), have entered into an amendment (the
"Amendment") dated January 24, 2000 to the Agreement and Plan of Reorganization
dated September 6, 1999 by and between the parties (the "Merger Agreement")
whereby, among other things, ABAN will be merged with and into the Acquisition
Subsidiary (the "Merger"). A copy of the Amendment is attached hereto as Exhibit
2.1 and is incorporated herein by reference. The press release announcing, among
other things, the Amendment is attached hereto as Exhibit 99.1.
Pursuant to the Amendment, the parties have agreed to revise the
Merger Agreement to, among other things, (a) for ABAN, in anticipation of the
Merger, to realize certain losses in its bond portfolio and, in connection
therewith, amend the definition of "Total Equity Capital" so that the
realization of such bond losses will not adversely affect ABAN's ability to
satisfy the financial measures set forth in Section 8.5 of the Merger Agreement
(the "Financial Measures"), (b) to lower the Average Gold Banc Stock Price at
which ABAN will have the right to terminate the Merger Agreement from $10.00 to
$9.25 (the "Floor Price Requirement"), (c) to eliminate any obligation of ABAN
to negotiate with Gold Banc prior to exercising its right to terminate the
Merger Agreement upon the failure to satisfy the Floor Price Requirement and to
provide ABAN until March 31, 2000 to terminate the Merger Agreement for such
failure, (d) to permit ABAN to dissolve Freedom Finance Company, its
wholly-owned subsidiary, and (e) to eliminate any requirement that ABAN
reimburse Gold Banc or Acquisition Subsidiary for their expenses in the event
that Gold Banc terminates the Merger Agreement due to ABAN's inability to
satisfy any of the Financial Measures.
The foregoing summary of the contents of the Amendment is qualified in
its entirety by reference to Exhibit 2.1 to this Current Report on Form 8-K.
In addition to the adoption of the Amendment, the Board of Directors
of ABAN (the "Board") recently has experienced several changes in its
membership, as set forth below:
o R. Jay Taylor resigned from the Board, effective October 25,
1999, citing his inability to devote sufficient time to the
ABAN Board as a result of the time demands of his other
business activities.
o Richard Robert Rebol was elected by the remaining directors
of ABAN on September 28, 1999, to fill a vacancy on the Board.
Mr. Rebol is the principal equity owner of Cap'n and Cowboy
Restaurant in Port Charlotte, Florida. He served as a director
of Murdock Florida Bank from 1982 - 1996 and as the President
and Chief Operating Officer of West Coast Paneling and
Plywood, a Florida corporation, from 1974 to 1982. He is a
member of the Chamber of Commerce of Charlotte County and of
the Florida Restaurant Association.
o Kirk D. Moudy and Lynn B. Powell, III resigned from the Board
effective January 18, 2000.
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None of the above-referenced directors who has recently resigned from
the Board of Directors has furnished any written statements indicating that
their resignation was due to any disagreement relating to ABAN's operations,
policies, or practices.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not Applicable
(b) Not Applicable
(c) Exhibits required by Item 601 of Regulation S-K
EXHIBIT NO. DESCRIPTION
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2.1 First Amendment to Agreement and Plan of Reorganization dated
January 24, 2000, by and among Gold Banc Corporation, Inc.,
Gold Banc Acquisition Corporation XI, Inc., and American
Bancshares, Inc.
99.1 Press Release, issued January 25, 2000, regarding, among
other things, the First Amendment to Agreement and Plan of
Reorganization.
[Rest of Page Intentionally Blank. Signature on following Page.]
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
AMERICAN BANCSHARES, INC.
Date: January 31, 2000 By: /s/ Jerry L. Neff
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Jerry L. Neff
President and Chief
Executive Officer
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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2.1 First Amendment to Agreement and Plan of Reorganization dated
January 24, 2000, by and among Gold Banc Corporation, Inc.,
Gold Banc Acquisition Corporation XI, Inc., and American
Bancshares, Inc.
99.1 Press Release, issued January 25, 2000, regarding, among
other things, the First Amendment to Agreement and Plan of
Reorganization.
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EXHIBIT 2.1
FIRST AMENDMENT
TO
AGREEMENT AND PLAN OF REORGANIZATION
THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION (this
"First Amendment"), dated as of January 24, 2000, is made by and among GOLD
BANC CORPORATION, INC., a Kansas corporation ("Gold Banc"), GOLD BANC
ACQUISITION CORPORATION XI, INC., a Kansas corporation ("Acquisition
Subsidiary") and AMERICAN BANCSHARES, INC., a Florida corporation (the
"Company").
RECITALS
A. Gold Banc, Acquisition Subsidiary and the Company entered into an
Agreement and Plan of Reorganization, dated as of September 6, 1999 (the
"Original Agreement"), providing for the merger of the Company with and into
Acquisition Subsidiary (the "Merger").
B. Gold Banc, Acquisition Subsidiary and the Company desire to amend
the Original Agreement in the manner set forth in this First Amendment (the
Original Agreement, as amended by this First Amendment, is referred to herein
as the "Agreement").
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 are hereby acknowledged, the parties hereto
agree as follows:
1. Definitions. All capitalized terms not otherwise defined herein
shall have the meanings set forth in the Original Agreement.
2. Revised Definitions.
(a) The definition of "Total Equity Capital" set forth in Section 1.1
of the Merger Agreement is hereby amended by deleting the definition of
"Total Equity Capital" set forth in Section 1.1 in its entirety and by
inserting, in lieu thereof, the following:
"Total Equity Capital" means, with respect to the Company and its
Subsidiaries, the sum of (a) outstanding capital stock, paid in capital,
retained earnings and current year earnings, all determined in accordance with
GAAP, but excluding any FAS 115 adjustments, and (b) the realized bond losses
(the "Bond Losses"), totaling an aggregate of $457,000 net of applicable tax
effect ($693,000 before taxes), which were recognized by the Company at the
request of Gold Banc in anticipation of the transactions contemplated by this
Agreement.
(b) Section 1.1 of the Merger Agreement is hereby amended by adding
the following definition in alphabetical order:
"Bond Losses" shall have the meaning set forth in the definition of
Total Equity Capital in Section 1.1 hereof.
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3. Section 2.7. The final sentence of Section 2.7 of the Original
Agreement, which immediately follows Section 2.7(b) shall be deleted.
4. Section 2.14. Section 2.14(a) of the Original Agreement is hereby
amended by deleting Section 2.14(a) in its entirety and by inserting, in lieu
thereof, the following:
(a) If by the Closing Date either the Company or the Bank fail to
achieve any of the financial measures set forth in Section 8.5 hereof, then
Gold Banc and the Company shall in good faith attempt to negotiate a mutually
acceptable revised Exchange Ratio, which negotiations shall be based upon the
formula set forth in Section 2.14(b) hereof; provided, however, that if a
mutually acceptable revised Exchange Ratio is not negotiated within five (5)
Business Days, then Gold Banc may terminate this Agreement as provided in
Section 11.1(d)(i) hereof.
5. Article V. Article V of the Merger Agreement is hereby amended by
adding the following provisions at the end thereof (with conforming changes to
the table of contents):
Section 5.22 Bond Losses. On or prior to December 31, 1999, the
Company shall take the Bond Losses.
Section 5.23 Dissolution of Finance. On or prior to the Closing Date,
the Company shall use reasonable efforts to transfer the assets of Finance to
the Bank and to dissolve Finance in accordance with the FBCA.
6. Section 7.9. Section 7.9 of the Original Agreement is hereby
amended by (i) deleting the term "$10.00" and replacing it with the term
"$9.25" and (ii) deleting the phrase ", unless amended pursuant to Section 2.7
hereof."
7. Section 8.5. Section 8.5(c) of the Original Agreement is hereby
deleted in its entirety and Section 8.5(d) of the Original Agreement is hereby
amended by deleting "(d)" preceding the text thereof and inserting, in lieu
thereof, "(c)".
8. Section 11.1(h). Section 11.1(h) of the Original Agreement is
hereby amended by deleting Section 11.1(h) in its entirety and by inserting, in
lieu thereof, the following::
(h) by the Company, if the Average Gold Banc Stock Price is less than
$9.25 and the Board of Directors of the Company determines, by a vote of
the majority of the entire Board, at any time during the period
commencing on the Determination Date and ending on March 31, 2000, to
terminate this Agreement;
9. Section 11.3. Section 11.3(c) of the Original Agreement is hereby
amended by deleting Section 11.3(c) in its entirety and by inserting, in lieu
thereof, the following:
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(c) In the event this Agreement is terminated as a result of the
Company's failure or breach under Section 11.1(d), the Company shall
reimburse Gold Banc for its reasonable out-of-pocket expenses relating to
the Merger (including without limitation the fees and expenses of Gold
Banc's Counsel, Gold Banc's Accountants and the Gold Banc's investment
bankers and SEC fees and printing fees). This payment is not the
exclusive remedy available to Gold Banc for any such failure or breach on
the part of the Company and will not serve as liquidated damages
therefor, and such payment will be cumulative to all other remedies
available to Gold Banc under this Agreement and under applicable Law.
Notwithstanding the foregoing, if the Company's failure or breach under
Section 11.1(d) occurs solely as a result of a failure to satisfy the
financial measures set forth in Section 8.5, then the Company shall not
be obligated to reimburse Gold Banc for any expenses relating to the
Merger and shall have no other liability to Gold Banc solely as a result
of such failure.
10. Representations, Warranties and Covenants of the Company. In
consideration of the Company's agreement to take the actions set forth in this
First Amendment, Gold Banc and Acquisition Subsidiary acknowledge, agree, and
hereby confirm that neither the realization of the Bond Losses, nor the
adoption and approval of the amendments set forth in paragraph 5 of this First
Amendment, or the Company's compliance with Sections 5.22 or 5.23 hereof, will:
(a) be deemed to (i) constitute a breach of any of the covenants of
the Company set forth in the Original Agreement, or (ii) render any
representation or warranty made in the Original Agreement as untrue or
incorrect, or otherwise constitute a breach thereof, or
(b) serve as a basis for asserting a failure to satisfy any of the
conditions precedent set forth in Article VIII of the Original Agreement
or as a basis for termination under Article XI of the Original Agreement.
11. Miscellaneous. The parties to this First Amendment ratify and
approve all of the remaining terms and provisions of the Original Agreement not
specifically modified or amended in this First Amendment. In the event that any
term or provisions of this First Amendment is inconsistent with the terms and
provisions of the Original Agreement, the terms and provisions of this First
Amendment shall control.
12. Counterparts. This First Amendment may be executed in
counterparts, each of which shall be deemed an original and all of which, taken
together, shall constitute a single instrument.
13. Governing Law. This First Amendment shall be governed by and
construed and enforced in accordance with the laws of the State of Florida.
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IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the date first above written.
GOLD BANC CORPORATION, INC.
By: /s/ Michael W. Gullion
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Name: Michael W. Gullion
Title: Chairman of the Board
ATTEST:
/s/ Keith E. Bouchey
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Name: Keith E. Bouchey
Title: Secretary
GOLD BANC ACQUISITION CORPORATION
XI, INC.
By: /s/ Michael W. Gullion
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Name: Michael W. Gullion
Title: President
ATTEST:
/s/ Keith E. Bouchey
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Name: Keith E. Bouchey
Title: Secretary
AMERICAN BANCSHARES, INC.
By: /s/ Jerry L. Neff
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Name: Jerry L. Neff
Title: President and Chief Executive Officer
ATTEST:
/s/ Brian M. Watterson
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Name: Brian M. Watterson
Title: Secretary
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STATE OF ____________________)
) SS.
COUNTY OF ___________________)
Be it remembered that before me, a Notary Public in and for the
aforesaid county and state, personally appeared Michael W. Gullion, Chairman of
the Board, of Gold Banc Corporation, Inc., a Kansas corporation, and Keith E.
Bouchey, Secretary, who are known to me to be the same persons who executed the
foregoing First Amendment to Agreement and Plan of Reorganization, and duly
acknowledged its execution of the same this ____ day of January, 2000.
[SEAL] --------------------------------
Notary Public
My appointment or commission expires ____________________, _____.
STATE OF ____________________)
) SS.
COUNTY OF ___________________)
Be it remembered that before me, a Notary Public in and for the
aforesaid county and state, personally appeared Michael W. Gullion, President,
of Gold Banc Acquisition Corporation XI, Inc., a Kansas corporation, and Keith
E. Bouchey, Secretary, who are known to me to be the same persons who executed
the foregoing First Amendment to Agreement and Plan of Reorganization, and duly
acknowledged its execution of the same this ______ day of January, 2000.
[SEAL] --------------------------------
Notary Public
My appointment or commission expires ____________________, _____.
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STATE OF __________________)
) SS.
COUNTY OF _________________)
Be it remembered that before me, a Notary Public in and for the
aforesaid county and state, personally appeared Jerry L. Neff, President and
Chief Executive Officer of American Bancshares, Inc., a Florida corporation,
and Brian M. Watterson, who are known to me to be the same persons who executed
the foregoing First Amendment to Agreement and Plan of Reorganization, and duly
acknowledged its execution of the same this _____ day of January, 2000.
[SEAL] --------------------------------
Notary Public
My appointment or commission expires ____________________, _____.
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EXHIBIT 99.1
BRADENTON, FLORIDA - JANUARY 28, 2000 - AMERICAN BANCSHARES, INC.
(Nasdaq-ABAN) today announced an amendment to the agreement signed on September
6, 1999, under which the company would be acquired by Gold Banc Corporation
(Nasdaq-GLDB), Leawood, Kansas. This announcement follows a news release issued
earlier this week by Gold Banc, which discussed this amendment as well as
amendments to two of its other pending acquisitions.
American and Gold agreed to lower the "walk away" price in the
transaction, or the price of Gold Banc stock below which American would have
the right to terminate the transaction, from $10.00 per share to $9.25 per
share. If Gold Banc's stock price is between $9.25 per share and $11.00 per
share, American shareholders would receive a fixed exchange of 1.6527 Gold Banc
shares for each American share. At a Gold Banc stock price of $9.25 per share,
the deal is valued at approximately $78 million, or $15.29 per share, which is
approximately 285% of American's book value and approximately 38 times
American's last twelve months earnings.
The amendment is designed to adjust the transaction to current market
conditions and strengthen the ability of the deal to close under the existing
pricing structure. As part of the amended agreement, American received
additional flexibility with regard to its right to terminate the agreement in
the event the Gold stock price is below $9.25 per share.
"We perceive the decline in Gold's stock price as a broader reflection
of the bank stock market as a whole, and we needed to respond to uncertainty
that the deal would close," commented Jerry L. Neff, American's President and
Chief Executive Officer. "After extensive discussions with our advisors and
among our Board of Directors, we continue to feel strongly that our affiliation
with Gold Banc will maximize the value to American's shareholders, provide
opportunity for our employees, and enhance product and service offerings for
our customers. American will retain its identity as a stand alone subsidiary of
Gold Banc and remain focused on the customer service ideal that has become our
trademark."
American Bancshares is a one-bank holding company headquartered in
Bradenton, Florida. Its wholly-owned subsidiary, American Bank, is one of the
largest independent community banks on the west coast of Florida with 10 branch
offices and approximately $471 million in total assets. The company primarily
operates in Manatee County, Florida, which has been one of the nation's fastest
growing counties in the last 10 years.
Completion of the transaction is subject to shareholder and regulatory
approvals, and is expected to close in March 2000.
