<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. ________)
Filed by the Registrant /X/
Filed by a Party other than the Registrant /_/
Check the appropriate box:
/X/ Preliminary Proxy Statement
/_/ Confidential, for Use of the Commission Only (as permitted by Rule 14a-
6(e)(2))
/_/ Definitive Proxy Statement
/_/ Definitive Additional Materials
/_/ Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
Gold Banc Corporation, Inc.
- -----------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
_____________________________________________________________________________
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(l), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/_/ $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/_/ Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-
11.
(1) Title of each class of securities to which transaction applies:
_____________________________________________________________________
(2) Aggregate number of securities to which transaction applies:
_____________________________________________________________________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
_____________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
_____________________________________________________________________
(5) Total fee paid:
_____________________________________________________________________
/_/ Fee paid previously with preliminary materials.
/_/ Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
____________________________________________________________________
(3) Filing Party:
____________________________________________________________________
(4) Date Filed:
_____________________________________________________________________
<PAGE>
[LOGO]
GOLD BANC CORPORATION, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be held April 30, 1997
Notice is hereby given that the Annual Meeting of Stockholders of Gold Banc
Corporation, Inc. (the "Company") will be held in Pavilion I at the Ritz
Carlton, 401 Ward Parkway, County Club Plaza, Kansas City, Missouri, on the
30th day of April, 1997, at 9:00 a.m. for the following purposes:
1. To elect two Class I Directors to serve for a term of three years.
2. To approve an amendment to the Restated Articles of Incorporation to
increase the number of authorized shares of Common Stock and Preferred Stock.
3. To ratify the appointment of KPMG Peat Marwick LLP as the independent
auditors of the Company for the 1997 fiscal year.
4. To transact such other business as may properly come before the
meeting.
The Board of Directors has fixed the close of business on March 18, 1997,
as the record date for the determination of stockholders entitled to receive
notice of and to vote at the meeting.
YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING. HOWEVER, WHETHER OR NOT
YOU PLAN TO BE PERSONALLY PRESENT AT THE MEETING, PLEASE SIGN AND DATE THE
ENCLOSED PROXY AND PROMPTLY RETURN IT IN THE ENVELOPE PROVIDED. NO POSTAGE IS
NECESSARY IF MAILED IN THE UNITED STATES. IF YOU ATTEND THE MEETING, WE WILL BE
GLAD TO RETURN YOUR PROXY SO THAT YOU MAY VOTE IN PERSON. WE LOOK FORWARD TO
SEEING YOU AT THE MEETING.
By Order of the Board of Directors,
Keith E. Bouchey
Corporate Secretary
Leawood, Kansas
March 24, 1997
<PAGE>
GOLD BANC CORPORATION, INC.
11301 Nall Avenue
Leawood, Kansas 66211
PROXY STATEMENT
for
Annual Meeting of Stockholders
to be held April 30, 1997
GENERAL INFORMATION
This proxy statement is being furnished on or about March 24, 1997, in
connection with the solicitation of proxies by the Board of Directors of Gold
Banc Corporation, Inc., a Kansas corporation (the "Company"), for use at the
Annual Meeting of Stockholders to be held in Pavilion I at the Ritz Carlton, 401
Ward Parkway, County Club Plaza, Kansas City, Missouri, at 9:00 a.m. on
Wednesday, April 30, 1997, for the purposes set forth in the foregoing Notice of
Annual Meeting of Stockholders. In order to provide every stockholder with an
opportunity to vote on all matters scheduled to come before the Annual Meeting
and to be able to transact business at the meeting, proxies are being solicited
by the Company's Board of Directors. Upon execution and return of the enclosed
proxy, the shares represented by it will be voted by the persons designated
therein as proxies, in accordance with the stockholder's directions. A
stockholder may vote on a matter by marking the appropriate box on the proxy or,
if no box is marked for a specific matter, the shares will be voted as
recommended by the Board of Directors on that matter.
Employees of the Company and its affiliates who participate in the Gold
Banc Corporation, Inc. Employee Stock Ownership Plan and Trust may vote shares
of common stock of the Company credited to their account by instructing
Mercantile Bank of Topeka, Kansas, the trustee of the plan. The proxy card
will serve as the instruction card. The trustee will vote such shares in
accordance with duly executed instructions received by April 23, 1997. Shares
credited to a participant's account for which no instructions are received will
be voted by the trustee at its discretion. Each participant may revoke
previously given voting instructions by April 23, 1997 by filing with the
trustee a written notice to that effect.
The enclosed proxy may be revoked at any time before it is voted by (i) so
notifying the Secretary of the Company, (ii) exercising a proxy of a later date
and delivering such later proxy to the Secretary of the Company prior to the
Annual Meeting or (iii) attending the Annual Meeting and voting in person.
Unless the proxy is revoked or is received in a form that renders it invalid,
the shares represented by it will be voted in accordance with the instructions
contained therein.
The Company will bear the cost of solicitation of proxies, which will be
principally conducted by the use of the mails; however, certain officers of the
Company may also solicit proxies by telephone, telegram or personal interview.
Such expense may also include ordinary charges and expenses of brokerage firms
and others, for forwarding soliciting material to beneficial owners.
On March 18, 1997, the record date for determining stockholders entitled to
vote at the Annual Meeting, the Company had outstanding and entitled to vote
4,300,000 shares of common stock, par value $1.00 per share
(the "Common Stock"). Each outstanding share of Common Stock entitles the
record holder to one vote.
<PAGE>
CERTAIN BENEFICIAL OWNERSHIP OF THE COMPANY'S COMMON STOCK
The following table sets forth information as of February 28, 1997,
concerning the shares of Common Stock beneficially owned by (i) each person
known by the Company to be the beneficial owner of 5% or more of the
Company's outstanding Common Stock, (ii) each of the directors of the Company,
(iii) each of the executive officers of the Company named in the Summary
Compensation Table and (iv) all directors and senior officers of the Company
as a group. Unless otherwise indicated, the named beneficial owner has sole
voting and investment power over the shares listed.
Name and Address of Number of Shares Percentage of Shares
Beneficial Owner Beneficially Owned Beneficially Owned
- ------------------------------- -------------------- -----------------------
Michael W. Gullion(1).......... 941,181 21.89%
11301 Nall Avenue
Leawood, Kansas 66221
Betty J. Dam(2)................ 262,974 6.12%
1506 Calhoun
Marysville, Kansas 66508
William Wallman(3)............. 214,901 5.00%
538 W. Mary
Beatrice, Nebraska 68310
Allen D. Petersen(3)........... 171,828 4.00%
1220 W. County Line Road
Barrington Hills, Illinois 60010
William F. Wright(3)........... 171,826 4.00%
1431 Stratford Court
Del Mar, California 92014
Keith E. Bouchey(4)............ 29.058 *
11301 Nall Avenue
Leawood, Kansas 66211
D. Michael Browne.............. 27,753 *
6450 Campbell Drive
Lincoln, Nebraska 68510
Directors and senior officers
as a group (11 persons).......... 1,079,261 25.10%
- --------------------------
* Less than 1%.
(1) Includes 558,555 shares for which Mr. Wallman, Mr. Petersen or Mr. Wright
are the record owners and that are subject to the terms of an agreement
granting Mr. Gullion voting control over such shares. Also includes
31,888 shares held by the Gold Banc Corporation Inc. Employee Stock
Ownership Plan and Trust that are not allocated to individual accounts
and over which Mr. Gullion, as Plan Administrator, has voting control.
(2) Includes the 179,516 shares owned by B.J. Dam Investment Company over
which Ms. Dam claims beneficial ownership and 38,350 shares held in the
Betty J. Dam Trust #1.
(3) Subject to the terms of an agreement granting Mr. Gullion voting control
over such shares.
(4) Includes 23,338 shares held in the name of Holyrood Bancshares, Inc. Mr.
Bouchey is a director, officer and stockholder of Holyrood Bancshares,
Inc. Also includes 720 shares owned by children of Mr. Bouchey. Mr.
Bouchey disclaims beneficial ownership of 120 shares owned by his adult
daughter.
Mr. Gullion has entered into an agreement with Mr. Wallman pursuant to
which Mr. Wallman has granted to Mr. Gullion an irrevocable proxy to vote
all shares of Common Stock (other than any director qualifying shares)
owned or subsequently acquired by Mr. Wallman. The agreement also grants
to Mr. Gullion: (i) a 180-day first right of refusal in the event
Mr. Wallman receives a bona fide offer from a third party to purchase some
or all of the shares of Common Stock held by Mr. Wallman or certain
permitted transferees to whom Mr. Wallman may transfer shares; and (ii) in
the event Mr. Wallman dies, a 180-day option to purchase some or all of
the shares of Common Stock held by Mr. Wallman or certain permitted
transferees to whom Mr. Wallman may transfer shares. This agreement
terminates on the earlier to occur of: (i) the date Mr. Gullion ceases
to be President, Chairman and/or Chief Executive Officer of the Company;
or (ii) six months after Mr. Wallman's death.
Mr. Gullion has also entered into an agreement with Mr. Wright and Mr.
Petersen pursuant to which Mr. Wright and Mr. Petersen have granted to
Mr. Gullion an irrevocable proxy to vote all shares of Common Stock owned
or subsequently acquired by Mr. Wright or Mr. Petersen. Such proxy
continues until the earlier of: (i) the death of Mr. Gullion; (ii) the
date Mr. Gullion ceases to be President, Chairman and/or Chief Executive
Officer of the Company; or (iii) termination of the agreement as described
below. The agreement grants to Mr. Gullion a 90 day first right of
refusal in the event either Mr. Wright or Mr. Petersen receives a bona
fide offer from a third party to purchase, or proposes to sell on the
public market, some or all of the shares of Common Stock held by such
individual or by certain permitted transferees to whom such individual
may transfer shares. The agreement also grants to Mr. Wright and Mr.
Petersen a 90 day first right of refusal in the event Mr. Gullion receives
a bona fide offer from a third party to purchase, or proposes to sell on
the public market, some or all of the shares of Common Stock held by Mr.
Gullion or certain permitted transferees to whom Mr. Gullion may transfer
shares. The agreement terminates in 2006.
ITEM 1 - ELECTION OF DIRECTORS
The Board of Directors is divided into three classes, elected for terms of
three years and until their successors are elected and qualified. Two Class I
directors are to be elected at the Annual Meeting. The proxies named in the
accompanying proxy intend to vote for the election of Keith E. Bouchey and
William F. Wright. In the event Mr. Bouchey or Mr. Wright should become
unavailable for election, which is not anticipated, the proxies will be voted
for such substitute nominee as may be nominated by the Board of Directors. The
two nominees for election as Class I directors who receive the greatest number
of votes cast for election of directors at the meeting, a quorum being present,
shall be elected directors of the Company. Abstentions, broker nonvotes and
instructions on the accompanying proxy card to withhold authority to vote for
one or more of the nominees will result in the respective nominees receiving
fewer votes.
INFORMATION CONCERNING NOMINEES
The following table sets forth information with respect to the nominees to
the Board of Directors.
CLASS I - TERM EXPIRING 1997
Name Age Principal Occupation and Five-Year Employment History
- ----------------- --- -----------------------------------------------------
Keith E. Bouchey 46 Mr. Bouchey was elected to the Board of Directors of
the Company on May 30, 1996. He has served as the
Executive Vice President, Chief Financial Officer,
Treasurer and Corporate Secretary of the Company since
joining the Company in November 1995. Prior to joining
the Company, Mr. Bouchey had been, since August 1977,
a principal of GRA, Thompson, White & Company, P.C., a
regional bank accounting and consulting firm, where he
served on the executive committee and as the managing
director of the firm's regulatory services practice.
<PAGE>
William F. Wright 54 Mr. Wright was elected as a director of the Company on
May 30, 1996. Previously he had served as an advisor
to the Board of Directors. Mr. Wright has served as
the Chairman of the Board and the Chief Executive
Officer of Amcon Corporation, a wholesale distributor
of beer and wine, since 1978.
The Board of Directors recommends a vote "FOR" each of the nominees listed
above.
INFORMATION CONCERNING DIRECTORS CONTINUING IN OFFICE
The following tables set forth information with respect to the directors
who are continuing in office for the respective periods and until their
successors are elected and qualified.
Class II - Term Expiring 1998
Name Age Principal Occupation and Five-Year Employment History
- ------------------ --- ----------------------------------------------------
D. Michael Browne 44 Mr. Browne has served as a director of the Company
since November 1989. He has been the Chairman and
Chief Executive Officer of Mike Browne International
LTD, a direct marketing advertising agency, since]
1987.
Class III - Term Expiring 1999
Name Age Principal Occupation and Five-Year Employment History
- ------------------ --- -----------------------------------------------------
Michael W. Gullion 42 Mr. Gullion has served as Chairman of the Board of
Directors, President and Chief Executive Officer of
the Company since inception of the Company.
Mr. Gullion is the son-in-law of William Wallman.
William Wallman 73 Mr. Wallman was elected to the Board of Directors of
the Company in November 1989. For more than five
years Mr. Wallman has been the President and owner of
Wallman Chrysler-Plymouth, Inc., a car dealership
located in Beatrice, Nebraska. Mr. Wallman is the
father-in-law of Mr. Gullion.
In addition to the members of the Board of Directors set forth above, Allen
D. Petersen serves in an advisory capacity to the Board of Directors with the
privilege of attending and participating in meetings, but without the power to
vote on proposals considered by the Board of Directors. Mr. Petersen has also
been appointed to the Compensation Committee of the Board of Directors. Mr.
Petersen serves at the discretion of the entire Board of Directors. For more
than five years Mr. Petersen has been the Chairman and Chief Executive Officer
of American Tool Companies located in Chicago, Illinois.
INFORMATION CONCERNING SENIOR OFFICERS
The Company's principal assets consist of three subsidiary banking
institutions, Exchange National Bank, Citizens State Bank and Trust Company and
Provident Bank, f.s.b. Each of the foregoing institutions is wholly owned by
the Company. The following table describes the persons who are the senior
officers of the foregoing institutions.
<PAGE>
Name Age
- ----------------------- ---
Marc J. Degenhardt 35 Mr. Degenhardt has served as President of Exchange
National Bank since September 1996. Prior to his
appointment as President, Mr. Degenhardt was the
Executive Vice President of Exchange National
Bank, a position he held since 1991. He was
Senior Vice President of Exchange Bank of Schmidt
and Koester immediately prior to its participation
in the merger which formed Exchange National Bank
in November 1991.
Richard B. Erwin 50 Mr. Erwin joined Citizens State Bank and Trust
Company in 1982 and has served as the President
of that bank since June 1988.
John R. Wray 53 Mr. Wray has served as the President and Chief
Financial Officer of Provident Bank, f.s.b. since
April 1996. He served as Vice Chairman of
Provident Bank, f.s.b. from October 1995 to March
1996. Prior to his affiliation with the Company,
Mr. Wray was the President of St. Joseph Banking
Center, First Bank of Missouri where he had served
since December 1993 and the President and Chief
Executive Officer of the Bank of St. Joseph from
October 1987 through December 1993.
John C. Waters 51 Mr. Waters has served as the Executive Vice
President of the Exchange National Bank--Shawnee
branch location since February 1995. He was Vice
Chairman of the Board of Mark Twain Bank of Kansas
from 1993 through February 1995. Mr. Waters was
the President of First National Bank, Shawnee,
Kansas from 1986 through 1993.
Charles N. Van Zante 50 Mr. Van Zante has served as the Executive Vice
President of the Exchange National Bank--Leawood
branch location since June 1996. Prior to that
time, Mr. Van Zante was involved in the commercial
lending and administrative activities at the
Mercantile Bank organization in Kansas, and at the
Mid-American Bank from 1989 until its acquisition
by Mercantile Bank. Earlier, he served as
President and Chief Executive Officer of United
Missouri Bank South for seven years.
John R. Price 39 Mr. Price has served as a Vice President of the
Company and Senior Vice President of Exchange
National Bank since November 1992. Prior to
joining the Company, Mr. Price was employed by the
Farmers Home Administration division of the United
States Department of Agriculture, where he served
as the Kansas State Director since November 1989.
COMMITTEES OF THE BOARD OF DIRECTORS
The standing committees of the Board of Directors consist of an Audit
Committee, Compensation Committee and Nominating Committee.
<PAGE>
The Audit Committee consists of Messrs. Browne and Wallman. The Audit
Committee annually makes recommendations to the Board regarding the appointment
of independent auditors of the Company and reviews the scope of audits.
The Compensation Committee consists of Messrs. Browne and Wright and Allen
D. Peterson. The Compensation Committee annually reviews and makes
recommendations to the Board of Directors regarding compensation arrangements
with the executive officers of the Company.
The Nominating Committee consists of Messrs. Gullion, Bouchey and Wright.
The Nominating Committee nominates persons as candidates to fill vacancies on
the Board of Directors. The Nominating Committee will consider stockholder
nominees to the Board of Directors. Stockholders may nominate persons to serve
on the Board of Directors by following the procedures set forth in the Company's
Amended and Restated Bylaws. The Company has entered into employment agreements
with Messrs. Gullion and Bouchey which require the Nominating Committee to
renominate them to the Board of Directors throughout the term of their
employment agreements.
During the 1996 fiscal year, the Board of Directors met seven times, the
Audit Committee met three times, the Compensation Committee met three times and
the Nominating Committee met one time. Each of the directors attended at least
seventy-five percent of the meetings of the Board of Directors. Each of the
members of the committees of the Board of Directors attended all of the meeting
of the committees on which they served.
COMPENSATION OF DIRECTORS
Non-employee directors of the Company in 1996 received $3,000 for serving
on the Board of Directors. In addition, the Company reimburses directors for
expenses incurred in connection with attendance at meetings of the Board of
Directors and committees thereof. Employees of the Company receive no
additional compensation for serving as a director.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During the fiscal year ended December 31, 1996, there were no interlocking
relationships between any executive officers of the Company and any entity whose
directors or executive officers serve on the Board's Compensation Committee, nor
did any current or past officers of the Company serve on the Compensation
Committee.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors of the Company is
responsible for reviewing and approving policies, practices and procedures
relating to executive compensation and the establishment of employee benefit
plans. The overall goal of the Compensation Committee is to attract and retain
strong management and to base incentive compensation on both individual
performance and overall Company success. The key elements of the Company's
executive compensation package in 1996 were base salary and annual bonuses.
The base salary of each executive officer, other than the chief executive
officer ("CEO") and chief financial officer ("CFO"), is determined by a
subjective process of negotiation and evaluation of performance involving the
officer, the CEO and the Compensation Committee. The base salary of the CEO and
CFO were originally determined by negotiation between such persons and the
Compensation Committee in April 1996, resulting in three-year employment
contracts between the Company, the CEO and CFO.
<PAGE>
Incentive stock and stock related awards may be granted by the Company to
eligible employees under the Company's 1996 Equity Compensation Plan (the
"Plan"). The incentive awards granted, if any, will be determined by the
Compensation Committee after considering subjective criteria such as the
employee's performance, the employee's value to the Company and the use of such
incentive compensation at other companies. No incentive awards have been
granted by the Compensation Committee pursuant to the Plan.
EXECUTIVE COMPENSATION
The table below sets forth information concerning the annual and long-term
compensation paid to the Chief Executive Officer and all other employees of the
Company whose compensation exceeded $100,000 during the last fiscal year.
Summary Compensation Table
Long Term
Compensation
Awards
-----------
Annual Compensation Securities
Underlying
Name and Options/ All Other
Principal SARs(#) Compensation($)(1)
Position Year Salary($) Bonus($)
- ------------------- ------- --------- -------- ---------- ------------
Michael W. Gullion 1996 $186,000 $165,000 None $15,923
President and 1995 $156,000 $165,000 None $ 9,587
Chief Executive 1994 $150,000 $150,000 None $ 4,670
Officer
Keith E. Bouchey 1996(2) $156,000 -0- None $ 3,933
Executive Vice
President, Chief
Financial Officer,
Treasurer and
Corporate Secretary
- -------------------
(1) Consists of contributions to the Company's Employee Stock Ownership Plan,
personal use of Company-owned automobile, and country club membership
dues.
(2) Mr. Bouchey became an executive officer of the Company in November 1995.
EMPLOYMENT CONTRACTS
Messrs. Gullion and Bouchey (the "Executives") have entered into employment
agreements with the Company (each an "Agreement"). The terms of the Agreements
are three years (automatically renewed on the anniversary date of the Agreements
unless either party gives notice of its intention not to renew) and provide that
Mr. Gullion will be the Chairman, Chief Executive Officer and President and
Mr. Bouchey will be Executive Vice President, Chief Financial Officer, Treasurer
and Corporate Secretary of the Company. Throughout the employment period, each
of the Executives will be nominated by the Board of Directors for directorships
and the base compensation of the Executives and their opportunity to earn
incentive compensation will be at least as great as in existence prior to the
effectiveness of the Agreements. An Executive may be terminated for "cause"
only (as defined in the Agreement). An Executive may terminate the Agreement
for "good reason" which is defined as a material breach of the Agreement by
the Company. The death or disability of an Executive automatically terminates
the Agreement.
<PAGE>
If the Company terminates the Agreement for cause or the Executive
terminates without good reason, neither the Company nor the Executive has any
further obligations to the other. If the Company terminates an Executive
without cause (as defined in the Agreement), an Executive terminates for good
reason (as defined in the Agreement), or a Change in Control (as defined below)
of the Company occurs, the Company is obligated to pay the Executive three times
the present value of the Executive's long and short-term compensation in place
immediately prior to the termination or Change in Control, provided that such
benefits cannot exceed an amount that would be subject to federal excise taxes.
A Change in Control of the Company will be deemed to occur upon (i) the
hostile replacement of at least the majority of the Board of Directors, (ii) a
person acquiring 25% or more of the shares or voting power of the stock of the
Company, provided such person is not an existing director or Executive or
relative of such a person or does not acquire such shares or voting rights
pursuant to an agreement to which the Executive is a party, or as a result of
the acquisition does not become the largest stockholder of the Company, (iii)
a merger or sale of substantially all of the assets of the Company or (iv)
the occurrence of any other event the Board of Directors determines to be a
Change in Control.
TRANSACTIONS WITH DIRECTORS AND OFFICERS
Certain of the officers, directors and principal stockholders of the
Company and its subsidiary banks, and members of their immediate families and
businesses in which these individuals hold controlling interests, are customers
of the Company's banks and it is anticipated such parties will continue to be
customers of the banks in the future. Credit transactions with these parties
are subject to review by each bank's Board of Directors. All outstanding loans
and extensions of credit by the banks to these parties were made in the
ordinary course of business on substantially the same terms, including interest
rates and collateral, as those prevailing at the time for comparable
transactions with other persons, and, in the opinion of management, did not and
do not involve more than the normal risk of collectability or present other
features unfavorable to the banks. The aggregate balance of loans and advances
under existing lines of credit to these parties was $6.0 million and $4.0
million at December 31, 1996 and 1995, respectively.
ITEM 2 - PROPOSAL TO APPROVE AN AMENDMENT TO THE
COMPANY'S RESTATED ARTICLES OF INCORPORATION TO INCREASE
THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK FROM
7,500,000 TO 25,000,000 AND THE NUMBER OF AUTHORIZED
SHARES OF PREFERRED STOCK FROM 7,500,000 TO 25,000,000
The Restated Articles of Incorporation of the Company authorize the
issuance of 7,500,000 shares of common stock, $1.00 par value per share, and
7,500,000 shares of preferred stock. As of March 24, 1997, there were 4,300,000
shares of common stock outstanding and no shares of preferred stock outstanding.
Of the unissued shares of common stock, 250,000 shares were reserved for
issuance pursuant to the Company's equity compensation plan.
The Board of Directors recommends that the authorized number of shares of
common stock be increased from 7,500,000 to 25,000,000 and the authorized number
of shares of preferred stock increased from 7,500,000 to 25,000,000. If
approved, the first sentence of Article Four of the Company's Restated Articles
of Incorporation will be amended to read as follows:
The total number of shares of stock the Corporation has authority to issue
shall be 50,000,000 shares, of which 25,000,000 shares shall be designated
Preferred Stock (the "Preferred Stock") and 25,000,000 shares shall be
designated Common Stock, par value $1.00 per share (the "Common Stock").
<PAGE>
The Board of Directors believes that the increase in the number of authorized
shares will provide greater flexibility for the Company to declare stock
dividends or stock splits, use stock for future acquisitions, raise equity
capital, or to use the additional shares for other general corporate purposes.
The affirmative vote of the holders of a majority of the shares of the
common stock outstanding and entitled to vote at the annual meeting is required
to approve the amendment to the Restated Articles of Incorporation. Abstentions
and broker nonvotes will have the same effect as votes against the proposal.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE AMENDMENT
TO THE COMPANY'S RESTATED ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF
AUTHORIZED SHARES OF COMMON STOCK AND PREFERRED STOCK.
ITEM 3 - RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
KPMG Peat Marwick LLP has been recommended by the Audit Committee of the
Board of Directors for reappointment as the independent auditors for the
Company. KPMG Peat Marwick LLP was the independent auditors for the Company for
the year ended December 31, 1996. The firm is a member of the SEC Practice
Section of the American Institute of Certified Public Accountants. Subject to
stockholder approval, the Board of Directors has appointed this firm as the
Company's independent auditors for the year 1997.
Representatives of the firm are expected to attend the 1997 annual meeting.
They will have an opportunity to make a statement if they desire to do so and
will be available to respond to appropriate stockholder questions.
Ratification of the appointment of KPMG Peat Marwick LLP as the Company's
independent auditors for the year 1997 will require the affirmative vote of a
majority of the shares of common stock represented in person or by proxy and
entitled to vote at the annual meeting. Abstentions and broker nonvotes will
have the same effect as votes against the proposal. In the event stockholders
do not ratify the appointment of KPMG Peat Marwick LLP, the appointment will be
reconsidered by the Audit Committee and the Board of Directors.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" RATIFICATION
OF THE APPOINTMENT OF KPMG PEAT MARWICK LLP AS THE COMPANY'S INDEPENDENT
AUDITORS.
CHANGE IN ACCOUNTANTS
In November 1995, the Company retained Keith E. Bouchey, a principal of GRA
Thompson, White & Company, P.C. ("GRA Thompson") to serve as its Executive Vice
President, Chief Financial Officer, Treasurer and Corporate Secretary. At the
time of his employment by the Company, GRA Thompson served as the Company's
independent certified public accountants. In view of the Securities and
Exchange Commission's rules dealing with the independence of accountants, the
Board of Directors of the Company retained KPMG to serve as the Company's new
independent certified public accountants on April 29, 1996. There were and are
no disagreements with GRA Thompson on any matter of accounting principles
or practice, financial statement disclosure, or auditing scope and procedure and
GRA Thompson's reports on any of the Company's financial statements have not
contained an adverse opinion or disclaimer of opinion or been qualified as to
uncertainty, audit scope or accounting principles.
<PAGE>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under Section 16(a) of the Securities Exchange Act of 1934, as amended, the
Company's directors and executive officers and shareholders holding more than
ten percent of the outstanding stock of the Company are required to report
their initial ownership of stock and any subsequent change in such ownership to
the Securities and Exchange Commission and the Company. Specific time deadlines
for the 16(a) filing requirements have been established by the Securities and
Exchange Commission.
To the Company's knowledge, all Section 16(a) filing requirements
applicable to its directors, executive officers and ten percent holders were
satisfied during the fiscal year ended December 31, 1996, except that one report
relating to the initial reporting of shares owned by William F. Wright and one
report relating to the acquisition of shares by Keith E. Bouchey were filed
later than required.
OTHER BUSINESS
As of the date of this proxy statement, management knows of no other
matters to be presented at the Annual Meeting. However, if any other matters
shall properly come before the meeting, it is the intention of the persons named
in the enclosed proxy to vote in accordance with their best judgment.
PROPOSALS OF SECURITY HOLDERS
Proposals of security holders intended to be presented at the next annual
meeting must be received by the Company no later than November 25, 1997, in
order to be considered for inclusion in the proxy statement relating to that
meeting.
BY ORDER OF THE BOARD OF DIRECTORS
KEITH E. BOUCHEY
Corporate Secretary
Dated: March 24, 1997
Leawood, Kansas
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PROXY PROXY
GOLD BANC CORPORATION, INC.
This Proxy is Solicited on Behalf of the Board of Directors.
The undersigned hereby appoints Michael W. Gullion as Proxy, with the power
to appoint his substitute, and hereby authorizes him to represent and to vote,
as designated below, all the shares of Common Stock of Gold Banc Corporation,
Inc. the undersigned is entitled to vote at the Annual Meeting of Stockholders
to be held on April 30, 1997, or any adjournment or postponement thereof. This
proxy revokes all prior proxies given by the undersigned.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY
USING THE ENCLOSED PREPAID ENVELOPE.
(Continued and to be signed on the reverse side)
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GOLD BANC CORPORATION, INC.
PLEASE MARK VOTE IN BOX IN THE FOLLOWING MANNER USING DARK INK ONLY. /X/
The Board of Directors recommends a vote FOR election of the following nominees:
1. ELECTION OF DIRECTORS --
FOR WITHHOLD FOR ALL (Except Nominee(s)
written below)
Nominees: Keith E. Bouchey and /__/ /__/ /__/ _____________________
William F. Wright
The Board of Directors recommends a vote FOR the following proposals:
2. Approval of an amendment to the Restated Articles of Incorporation to
increase the number of authorized shares of Common Stock and Preferred
Stock
FOR AGAINST WITHHOLD
/__/ /__/ /__/
3. Ratification of the selection of KPMG Peat Marwick LLP as the Company's
accountants
FOR AGAINST WITHHOLD
/__/ /__/ /__/
4. In his discretion, the Proxy is authorized to vote upon such other business
as may properly come before the meeting and all matters incident to the
conduct of the meeting
This proxy, when properly executed, will be voted in the manner directed
herein by the undersigned stockholder. If no direction is made, this proxy will
be voted FOR each of the nominees for director listed, FOR the amendment to the
Restated Articles of Incorporation and FOR the selection of KPMG Peat Marwick
LLP as the Company's accountants.
Dated: ________________, 1997
Signature(s)________________________________
Please sign exactly as name appears at left. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by an authorized person.
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