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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): March 13, 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.
On March 13, 2000, at a Special Meeting of the Shareholders of American
Bancshares, Inc., a Florida corporation ("ABI"), the shareholders of ABI
approved and adopted the Agreement and Plan of Reorganization, dated September
6, 1999, as amended January 24, 2000 (the "Merger Agreement"), by and among ABI,
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"), pursuant to which, among
other things, ABI will be merged with and into Acquisition Subsidiary, with
Acquisition Subsidiary as the surviving corporation (the "Merger").
Under the terms of the Merger Agreement, ABI had the right to terminate
the Merger Agreement if the average Gold Banc common stock price was below $9.25
("Floor Price Condition"). As previously disclosed on pages xiii and 30 of the
Joint Proxy Statement/Prospectus of ABI and Gold Banc, dated January 31, 2000
and mailed to their respective shareholders on or about February 7, 2000, the
Merger Agreement also provided that the Board of Directors of ABI (the "Board of
Directors") in its sole discretion, and without further shareholder approval,
had the right to waive the Floor Price Condition. However, ABI disclosed that it
would not be willing to waive the Floor Price Condition unless it received an
updated fairness opinion from Advest, Inc., ABI's financial advisor, and
determined that waiver was in the best interests of ABI and its shareholders. On
Friday, March 10, 2000 (the last trading day prior to the Special Meeting of
ABI's Shareholders ("Special Shareholders Meeting")), the closing sales price of
Gold Banc common stock as reported on the Nasdaq National Market System was
$7.00, the average Gold Banc common stock price as calculated under the terms of
the Merger Agreement was $7.80, and the fixed exchange ratio was 1.6527 shares
of Gold Banc common stock for each share of ABI common stock ("Exchange Ratio").
Immediately following the Special Shareholders' Meeting, the Board of
Directors held a meeting to determine whether it was in the best interests of
ABI and its shareholders to terminate the Merger Agreement or to waive the Floor
Price Condition and consummate the Merger.
After reviewing the financial, economic, and non-financial information
available to it, and consulting with ABI's management, financial advisor, and
legal counsel, the Board of Directors determined that it was in the best
interests of ABI and its shareholders to waive the Floor Price Condition and
close the Merger transaction with Gold Banc. The press releases announcing
approval of the merger by ABI shareholders and waiver of the Floor Price
Condition by the Board of Directors are attached hereto as Exhibits 99.1 and
99.2.
In reaching its decision that consummation of the Merger is fair to,
and in the best interests of, ABI and its shareholders, the Board of Directors
considered a number of factors, including the following:
1. The changes in the market for and price of banking institution
stocks generally. In this regard, the Board of Directors reviewed information
indicating that the market for financial institution stocks in general has
declined approximately 50% in the last two years and 30% since the last quarter
of 1999. Based on the review of the foregoing information and the financial
condition and earnings of Gold Banc, the Board of Directors determined that the
$7.00 Gold Banc stock price was reflective of the market's treatment of all
financial institution stocks in general and not the result of Gold Banc's
failure to meet its financial objectives and targets.
2. An updated review of the business and financial condition and
earnings prospects of Gold Banc, and the potential growth of Gold Banc's banking
operations in light of recent market developments.
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The Board of Directors again considered the competence, experience, and
integrity of Gold Banc and its management. In this regard, the Board of
Directors re-evaluated the long-term prospects for appreciation in Gold Banc's
common stock, as well as the level of ownership control that ABI's shareholders
would have in the surviving institution and in the Florida operations of Gold
Banc. Further, ABI also continued to consider the impact of being the first
Florida institution acquired by Gold Banc and the prospects for additional
growth in the Florida market.
3. The financial terms of the Merger, including the value of the
consideration offered following the recent decline in Gold Banc common stock,
the premium to book value and earnings to be paid based on current market
prices, the prices paid in recent comparable transactions in the currently
depressed market for financial institution stocks, relative earnings per share,
and the relative shareholders' equity of Gold Banc and ABI. In addition, the
Board of Directors considered in detail the contribution analysis presented by
Advest, Inc., which indicated that ABI's shareholders would receive
approximately 22% ownership of the combined entity following the Merger, which
is favorable in relation to ABI's income and balance sheet contributions to
the transaction.
4. A newly issued opinion of Advest, Inc., dated March 13, 2000, that
the Exchange Ratio as provided in the Merger Agreement is fair, from a
financial point of view, to ABI's shareholders. The opinion of Advest, Inc. is
set forth in Exhibit 99.3 to this Current Report on Form 8-K.
5. A re-evaluation of the future prospects of ABI and possible
alternatives to the proposed Merger of ABI with Acquisition Subsidiary,
including the prospects of continuing as an independent institution.
Specifically, the Board of Directors compared an updated valuation of ABI's
business plan as a stand-alone entity to the updated valuation of the Merger and
concluded that the Merger provided a greater value to ABI's shareholders than
its business plan.
6. The Board of Directors considered the effect of termination of the
Merger Agreement on ABI's common stock price and future operations. The Board of
Directors reviewed information which indicated that it was likely that ABI's
common stock would lose the acquisition premium its stock received when
execution of the Merger Agreement was announced in September 1999 if the Merger
Agreement was terminated and reviewed the prices at which stocks of the peer
group are currently trading. The peer group information reviewed by the Board of
Directors indicated that ABI's peer group multiples had fallen since September
1999, when the Merger was announced. In addition, the Board considered the
lasting negative impact that the market attaches to sellers in transactions that
are not consummated.
7. Updated information with respect to the financial condition, results
of operations, business and prospects of ABI and the current industry, economic,
and market conditions, as well as the risks associated with achieving those
prospects was reviewed by the Board of Directors. This consideration also
included the potential effect that the proposed elimination of the pooling of
interests method of accounting may have on prices paid for stock of financial
institutions in the future and information reviewed by the Board of Directors
which indicated that the mergers and acquisitions market for financial
institutions slowed during 1999 and that this trend could continue in 2000 as a
result of a decline in the "currency" of acquirers.
8. The non-financial terms and structure of the Merger Agreement and
the proposed Merger were revisited by the Board of Directors, and in particular,
the fact that the Merger is intended to qualify as a tax-free reorganization to
ABI shareholders.
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9. The Board of Directors again evaluated the social and economic
effects of the Merger on ABI and its employees, depositors, loan and other
customers, creditors and determined that the Merger would benefit all of its
constituencies. Specifically, the Board of Directors considered the anticipated
retention level of its employees following the Merger, the terms of the employee
benefits to be received, the proposed structure and operation of the resultant
financial institution as a community bank following the Merger, and the
commitment to customer quality and service that Gold Banc would provide to ABI's
customers and depositors in the same manner that ABI had done for the past 10
years. In this regard, ABI gave considerable consideration of the potential
impact that terminating the Merger may have on employee retention and the
potential adverse impact that the loss of key employees may have on the value of
ABI.
Each of the above factors support, directly or indirectly, the
determination of the Board of Directors as to the fairness of the Merger
Agreement and the related Merger. The Board of Directors did not quantify or
attempt to assign relative weights to the specific factors considered in
reaching its determination.
The Merger is scheduled to close early during the week of March 20,
2000. ABI shareholders will receive 1.6527 shares of Gold Banc common stock for
each share of ABI common stock, which represents a value to ABI shareholders of
$11.47 per share of ABI common stock.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not Applicable
(b) Not Applicable
(c) Exhibits required by Item 601 of Regulation S-K
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EXHIBIT NO. DESCRIPTION
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99.1 Press Release, issued March 13, 2000, ABI shareholder approval
of the Merger and waiver of the Floor Price Condition.
99.2 Press Release, issued March 14, 2000, ABI shareholder approval
of the Merger and waiver of the Floor Price Condition.
99.3 Fairness Opinion of Advest, Inc., financial advisor to ABI.
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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: March 15, 2000 By: /s Jerry L. Neff
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Jerry L. Neff
President and Chief Executive Officer
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
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99.1 Press Release, issued March 13, 2000, regarding ABI
shareholder approval of the Merger and waiver of the Floor
Price Condition.
99.2 Press Release, issued March 14, 2000, regarding ABI
shareholder approval of the Merger and waiver of the Floor
Price Condition.
99.3 Fairness Opinion of Advest, Inc., financial advisor to ABI.
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EXHIBIT 99.1
GOLD BANC CORPORATION, INC.
11301 NALL AVENUE
LEAWOOD, KANSAS 66211
www.goldbanc.com
[MORE THAN MONEY LOGO]
NASDAQ: GLDB
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AT GOLD BANC: AT AMERICAN BANK AT FRB/BSMG(WWW.FRBINC.COM):
Malcolm M. Aslin Keith E. Bouchey Jerry L. Neff Todd Tarbox Joyce Hanson
President EVP - M&A President and CEO General Information Media Inquiries
(913) 451-8050 (913) 451-8050 (941) 795-3050 (312) 640-6742 (606) 272-7322
[email protected] [email protected] [email protected] [email protected] [email protected]
</TABLE>
SHAREHOLDERS APPROVE GOLD BANC ACQUISITION OF AMERICAN BANCSHARES
LEAWOOD, KANSAS--MARCH 13, 2000--GOLD BANC, (NASDAQ: GLDB), one of the country's
fastest growing community banking and financial services companies, and American
Bancshares, Inc., Bradenton, Florida (Nasdaq: ABAN) today announced that their
respective shareholders have each approved the acquisition of American by Gold.
At Gold's closing stock price of $7.00 per share on March 10, 2000, the
transaction is worth $11.57 per share, with American shareholders receiving a
fixed exchange of 1.6527 shares of Gold Banc common stock for each American
share.
Although American Bancshares had a right to terminate the transaction if the
floor price of Gold Banc common stock was below $9.25 per share, the Board of
Directors of American Bancshares met today and decided that it was in the best
interest of its shareholders to waive this option.
Closing of the transaction is expected to occur early next week. Further
information on the transaction will be forthcoming.
Safe Harbor Statement
This news release contains comments or information that constitute
forward-looking statements (within the meaning of the Private Securities
Litigation Reform Act of 1995), which involve significant risks and
uncertainties. Actual results may differ materially from the results discussed
in the forward-looking statements. Factors that might cause such a difference
include, but are not limited to: (1) expected cost savings from acquisitions
cannot be fully realized or realized within the expected time frame; (2)
revenues following the merger are lower than expected; (3) competitive pressures
among depository institutions increase significantly; (4) costs or difficulties
related to the integration of the business of the organizations are greater than
expected; (5) changes in the interest rate environment reduce interest margins;
(6) general economic conditions, either nationally or in states in which the
combined company will be doing business, are less favorable than expected; and
(7) legislation or regulatory changes adversely affect the businesses in which
the combined company would be engaged.
FOR MORE INFORMATION ON GOLD BANC TOLL-FREE VIA FAX, SIMPLY DIAL
1-800-PRO-INFO, FOLLOW THE VOICE MENU PROMPTS AND ENTER THE COMPANY
CODE "GLDB" ON ANY TOUCH TONE PHONE, OR VISIT THE GOLD BANC PAGE ON
FRB'S WEBSITE AT www.frbinc.com
VISIT GOLD BANC AT www.goldbanc.com
# # #
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EXHIBIT 99.2
GOLD BANC CORPORATION, INC.
11301 NALL AVENUE
LEAWOOD, KANSAS 66211
www.goldbanc.com
[MORE THAN MONEY LOGO]
NASDAQ: GLDB
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AT GOLD BANC: AT AMERICAN BANK: AT FRB/BSMG(WWW.FRBINC.COM):
Malcolm M. Aslin Keith E. Bouchey Jerry L. Neff Todd Tarbox Joyce Hanson
President EVP - M&A President and CEO General Information Media Inquiries
(913) 451-8050 (913) 451-8050 (941) 795-3050 (312) 640-6742 (606) 272-7322
[email protected] [email protected] [email protected] [email protected] [email protected]
</TABLE>
GOLD BANC EXTENDS COMMUNITY BANKING PRESENCE TO FLORIDA WITH
ACQUISITION OF AMERICAN BANCSHARES
LEAWOOD, KANSAS--MARCH 14, 2000--GOLD BANC, (NASDAQ: GLDB), one of the country's
fastest growing community banking and financial services companies, and American
Bancshares, Inc. (Nasdaq-ABAN), yesterday announced that the shareholders of
both companies have approved the acquisition of American by Gold. American
Bancshares is the holding company for American Bank, which is one of the largest
community banks on the west coast of Florida, and serves customers through 10
branch offices primarily in Manatee County, which has been one of the nation's
fastest growing counties over the past ten years.
"We are extremely excited to extend our community banking presence into the
state of Florida with the acquisition of a strong, vibrant institution such as
American," commented Michael W. Gullion, Gold Banc Chairman and CEO. "American
Bank management and employees have done an excellent job building a solid
franchise and serving their customers, and we plan to leave the bank and its
operating structure largely in place. Our affiliation will allow us to provide
American employees with additional products and services to offer to their
customers, including insurance, investment, and trust services, as well as
Internet-based banking technology."
Jerry L. Neff, American's President and CEO, added, "We feel our affiliation
with Gold Banc is in the best interest of our shareholders, and will be
beneficial to our customers, employees, and the community at large. American and
Gold share the same philosophy on community banking, and we expect to continue
serving our customers in the fashion they have come to expect."
Although American Bancshares had a right to terminate the transaction if the
floor price of Gold Banc common stock was below $9.25 per share, the Board of
Directors of American Bancshares decided that it was in the best interest of its
shareholders to waive this option. Mr. Neff addressed this issue as well. "The
substance of our transaction with Gold has not changed from the point at which
we initially signed the agreement," Mr. Neff said. "The market has taken
financial stocks down across the board, and Gold was not immune from this. They
continue to
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grow earnings at double-digit growth rates while substantially increasing their
size, which is all they can really control. Our Board of Directors carefully
reviewed the transaction from both a financial and non-financial point of view,
and unanimously agreed to move forward and close the deal."
- MORE -
The acquisition is scheduled to close early next week. At Gold's closing stock
price of $6.94 per share on March 13, 2000, the transaction is worth $11.47 per
share, or approximately 23 times American's recurring last twelve months
earnings, with American shareholders receiving a fixed exchange of 1.6527 shares
of Gold Banc common stock for each American share.
This announcement follows Gold Banc's recently completed acquisitions of
CountryBanc Holding Company, Edmond, Oklahoma and First Business Bancshares,
Kansas City, Missouri. When considering these transactions in addition to the
acquisition of American, Gold's total assets are expected to increase to over
$2.6 billion, total deposits to over $2.0 billion and shareholders equity to
over $200 million.
Safe Harbor Statement
This news release contains comments or information that constitute
forward-looking statements (within the meaning of the Private Securities
Litigation Reform Act of 1995), which involve significant risks and
uncertainties. Actual results may differ materially from the results discussed
in the forward-looking statements. Factors that might cause such a difference
include, but are not limited to: (1) expected cost savings from acquisitions
cannot be fully realized or realized within the expected time frame; (2)
revenues following the merger are lower than expected; (3) competitive pressures
among depository institutions increase significantly; (4) costs or difficulties
related to the integration of the business of the organizations are greater than
expected; (5) changes in the interest rate environment reduce interest margins;
(6) general economic conditions, either nationally or in states in which the
combined company will be doing business, are less favorable than expected; and
(7) legislation or regulatory changes adversely affect the businesses in which
the combined company would be engaged.
FOR MORE INFORMATION ON GOLD BANC TOLL-FREE VIA FAX, SIMPLY DIAL
1-800-PRO-INFO, FOLLOW THE VOICE MENU PROMPTS AND ENTER THE COMPANY
CODE "GLDB" ON ANY TOUCH TONE PHONE, OR VISIT THE GOLD BANC PAGE ON
FRB'S WEBSITE AT www.frbinc.com
VISIT GOLD BANC AT www.goldbanc.com
# # #
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EXHIBIT 99.3
[ADVEST, INC. LETTERHEAD]
March 13, 2000
Board of Directors
American Bancshares, Inc.
4502 Cortez Road West
Bradenton, Florida 34210-2081
Members of the Board:
American Bancshares, Inc. ("American") and Gold Banc Corporation, Inc.
("Gold") have entered into an Agreement and Plan of Reorganization dated
September 6, 1999 and subsequently amended on January 24, 2000 (together, the
"Agreement"), pursuant to which American will merge with and into an Acquisition
Subsidiary of Gold (as defined in the Agreement), with the Acquisition
Subsidiary becoming the surviving corporation (the "Merger").
The Agreement provides that each outstanding share of American common
stock issued and outstanding at the Effective Time (as defined in the Agreement)
will be effectively exchanged into the number of shares of Gold (through the
Acquisition Subsidiary), par value $1.00, determined using the exchange ratio
(the "Exchange Ratio") as follows:
(i) if the Average Gold Banc Stock Price (as defined in the
Agreement) is equal to or greater than $13.75, the Exchange
Ratio shall be $18.l8 divided by $13.75;
(ii) if the Average Gold Banc Stock Price is greater than or equal
to $11.00 but less than or equal to $13.75, the Exchange Ratio
shall be determined by dividing $18.18 by the Average Gold
Banc Stock Price, with the Exchange Ratio being rounded to
four decimal places;
(iii) if the Average Gold Banc Stock Price is less than $11.00, the
Exchange Ratio shall be $18.18 divided by $11.00; and
(iv) if the Average Gold Banc Stock Price is less than $9.25,
American has the right to either renegotiate a revised
Exchange Ratio with Gold or terminate the transaction, during
the period commencing on the Determination Date (as defined in
the Agreement) and ending on March 31, 2000.
The Average Gold Banc Stock Price, for purposes of the Agreement, is
calculated to be $7.80 per share.
American will pay Gold upon demand a termination fee of $3,000,000
(three million dollars) if this agreement is terminated pursuant to certain
terms in the Agreement.
Fractional shares will be rounded to three decimal places pursuant
to Section 2.7(b) of the Agreement.
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The terms and conditions of the proposed transaction are described in
further detail in the Agreement. The Agreement was considered, and the Merger
was approved, by the shareholders of American and Gold, at separate shareholders
meetings, on March 13, 2000, and the Merger is expected to be consummated on or
about March 20, 2000.
You have asked us whether, in our opinion, the Exchange Ratio is fair,
from a financial point of view, to the shareholders of American.
In arriving at the opinion set forth below, we have, among other
things:
- reviewed the Agreement dated September 6, 1999 and amended on
January 24, 2000, and the exhibits and schedules thereto;
- reviewed the Annual Reports on Form 10-K for Gold for the
years ended December 31, 1998 and 1997, and the Annual Report
on Form 10-KSB for Gold for the year ended December 31, 1996;
- reviewed the Annual Report on Form 10-K for American for the
year ended December 31, 1998 and the Annual Reports on Form
10-KSB for American for the years ended December 31, 1997 and
1996;
- reviewed the Quarterly Reports on Form 10-Q for American and
Gold for the periods ended September 30, 1999, June 30, 1999
and March 31, 1999;
- reviewed press releases for American and Gold announcing their
respective earnings for the three and twelve months ended
December 31, 1999;
- reviewed comparative financial and operating data on the
banking industry and certain institutions which we deemed to
be comparable to each of American and Gold individually;
- reviewed the historical market prices and trading activity for
the common stock of each of American and Gold relative to
other publicly traded companies which we deemed to be
comparable to each company;
- reviewed the pro forma impact of the Merger on American and
Gold and the contribution of American and Gold to the new pro
forma combined entity on the basis of a number of key
financial categories in relation to pro forma ownership;
- reviewed certain bank mergers and acquisitions on a state,
regional and nationwide basis for institutions which we deemed
to be comparable to American and compared the proposed
consideration with the consideration paid in such other
mergers and acquisitions;
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- conducted limited discussions with members of senior
management of each of American and Gold concerning the
financial condition, business and prospects of each respective
company;
- reviewed the Proxy Statement-Prospectus; and
- reviewed such other financial studies and analyses and
performed such other investigations and took into account such
other matters as we deemed necessary.
We have assumed and relied upon the accuracy and completeness of all
financial and other information reviewed by us for purposes of this opinion, and
we have not independently verified such information nor have we undertaken an
independent evaluation of the assets and liabilities of American or Gold.
Further, our opinion assumes that the Merger will be consummated in accordance
with the terms of the Agreement without material waiver or modification. Advest
has been retained by the Board of Directors of American to act as financial
advisor to American with respect to the Merger and will receive a fee for its
services including a fee for this opinion.
Advest has served as lead managing underwriter for two separate
offerings of common stock and two offerings of trust preferred securities for
Gold and, from time to time, provides strategic and advisory services to Gold in
relation to financial planning and acquisition analysis. Advest is not engaged
by Gold with respect to the Merger and will not receive any fee from Gold
thereby.
This opinion is necessarily based upon circumstances and conditions as
they exist and can be evaluated by us as of the date of this letter, and is
directed to the Board of Directors of American. We have assumed for purposes of
this opinion that there has been no material change in the financial condition
of either American or Gold from that reflected in the Form 10-Q for the three
and nine months ended September 30, 1999 filed with the Securities and Exchange
Commission for each company, with the exception the following: (i) Gold's
acquisitions of CountryBanc Holding Company, Edmond, Oklahoma, First Business
Bancshares, Inc., Kansas City, Missouri, and DSP Investments Limited, LaCygne,
Kansas, (ii) American's recording an extraordinary provision for loan losses,
and incurring significant securities losses, in the fourth quarter of 1999 in
order to satisfy the financial conditions to closing set forth in the Agreement,
and (iii) Gold incurring approximately $3.1 million in one-time expenses, after
tax, in the fourth quarter of 1999 in relation to certain consolidation and
repositioning costs.
In reliance upon and subject to the foregoing, it is our opinion that,
as of the date hereof, the Exchange Ratio is fair, from a financial point of
view, to the shareholders of American.
Very truly yours,
Advest, Inc.
By: /s/ Thomas G. Rudkin
----------------------------------------
Thomas G. Rudkin
Managing Director
