UNITED STATES
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) August 22, 1997
GOLD BANC CORPORATION, INC.
(Exact name of registrant as specified in its charter)
Kansas 0-28936 48-1008593
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
11301 Nall Avenue, Leawood, Kansas 66211
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (913) 451-8050
N/A
(Former name or former address, if changed since last report.)
<PAGE>
ITEM 2: Acquisition or Disposition of Assets.
On August 22, 1997, Gold Banc Corporation, Inc. (the "Company") completed
the previously announced acquisition of Peoples Bancshares, Inc. ("Peoples").
The acquisition was accomplished pursuant to a merger of Peoples into a wholly
owned subsidiary of the Company. Shareholders of Peoples received in the
aggregate 493,615 shares of the Company's Common Stock in exchange for all of
the outstanding shares of Peoples. The shares of the Company's stock were issued
in a registered stock offering by the Company. Peoples was a one bank holding
company owning Peoples National Bank, located in Clay Center, Kansas. Peoples
had total assets of approximately $69.3 million at June 30, 1997 and net income
of approximately $366,000 for the six months ended June 30, 1997.
The Company will account for its acquisition of Peoples using the pooling
of interests method.
ITEM 7: Financial Statement and Exhibits.
(a) Financial Statements for Businesses Acquired.
1. Audited Financial Statements of Peoples as of and for the years
ended December 31, 1996 and 1995, together with Report of
Independent Public Accountants.*
2. Unaudited Consolidated Balance Sheet of Peoples as of
June 30, 1997.
3. Unaudited Consolidated Statements of Earnings and Cash Flows of
Peoples for the six months ended June 30, 1997 and 1996.
4. Notes to Unaudited Consolidated Financial Statements of Peoples.
(b) Pro Forma Financial Information.
1. Pro Forma Unaudited Consolidating Statements of Earnings for the
years ended December 31, 1996 and 1995.*
2. Pro Forma Unaudited Consolidating Balance Sheet as of
June 30, 1997.
3. Pro Forma Unaudited Consolidating Statements of Earnings for the
six months ended June 30, 1997 and 1996.
(c) Exhibits.
The Exhibits to this Report are listed below.
2 Agreement and Plan of Reorganization among Gold Banc Corporation,
Inc., Gold Banc Acquisition Corporation, Inc. and Peoples Bancshares,
Inc.*
23 Consent of GRA, Thompson, White & Co., P.C.
* Incorporated by reference to the Registrant's Registration Statement on
Form S-4 No. 333-28563 filed July 25, 1997.
<PAGE>
INDEX TO
UNAUDITED FINANCIAL STATEMENTS OF
PEOPLES BANCSHARES, INC. AND SUBSIDIARY
Consolidated Balance Sheet at June 30, 1997 (unaudited). . . . .4
Consolidated Statements of Earnings for the six months ended . .5
June 30, 1997 and 1996 (unaudited)
Consolidated Statements of Cash Flows for the six months ended .6
June 30, 1997 and 1996 (unaudited)
Notes to Unaudited Consolidated Financial Statements . . . . . .7
<PAGE>
<TABLE>
PEOPLES BANCSHARES, INC. AND SUBSIDIARY
Consolidated Balance Sheet
June 30, 1997
(Unaudited)
(In thousands)
<CAPTION>
<C> <S>
Assets
1997
Cash and due from banks $1,656
Federal funds sold and interest-bearing deposits 6
------
Total cash and cash equivalents 1,662
------
Held-to-maturity securities 76
Available-for-sale securities 29,613
Restricted equity securities 242
------
Total investment securities 29,931
------
Loans, net 34,611
Bank premises and fixed assets 696
------
Accrued interest and other assets 2,373
------
$69,273
=======
Liabilities and Stockholders' Equity
Liabilities:
Deposits $57,495
Securities sold under agreements to repurchase 1,665
Federal funds purchased and other borrowings 1,975
Long-term debt 2,825
Accrued interest and other liabilities 703
-------
Total liabilities 64,663
-------
Stockholders' equity
Common stock, $100 par value, 1,000,000 shares
authorized; 25,350 issued and outstanding 2,535
Undivided profits 1,961
Unrealized loss on available-for-sale securities, net 114
------
Total stockholders' equity 4,610
Total liabilities and stockholders' equity $69,273
=======
</TABLE>
<PAGE>
PEOPLES BANCSHARES, INC. AND SUBSIDIARY
Consolidated Statements of Earnings
Six Months Ended June 30, 1997 and 1996
(Unaudited)
(In thousands, except Share Information)
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
1997 1996
---- ----
Interest income:
Loans, including fees $1,562 1,400
Investments 1,022 1,068
Other 21 23
------ -----
2,605 2,491
------ -----
Interest expense:
Deposits 1,175 1,199
Borrowings and other 195 196
------ -----
1,370 1,395
------ -----
Net interest income 1,235 1,096
Provision for loan losses -- 55
------ -----
Net interest income after provision for
loan losses 1,235 1,041
Other income:
Service charges 163 153
Gain/Loss on sale of securities 14 25
Gain on sale of other assets 3 28
Other 39 20
------- -----
219 226
Other expense:
Salaries and employee benefits 528 462
Occupancy expense 152 145
Federal deposit insurance premiums 3 1
Other 295 276
------ -----
978 884
------ -----
Earnings before income taxes 476 383
Income taxes 110 124
------ -----
Net earnings $ 366 259
====== =====
Earnings per share $14.42 10.21
====== =====
Weighted average common shares outstanding 25,350 25,350
====== ======
</TABLE>
<PAGE>
<TABLE>
Peoples Bancshares, Inc. And Subsidiary
Unaudited Consolidated Statements of Cash Flows
Six Months ended June 30, 1997 and 1996
(Unaudited)
(In thousands)
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
1997 1996
---- ----
Cash flows from operating activities:
Net earnings $ 366 259
Adjustments to reconcile net earnings to
net cash provided by (used in)
operating activities:
Provision for loan losses. . . . . . . . . -- 55
Net losses on sales of
available-for-sale securities. . . . . . . (14) (24)
Amortization of investment securities'
premiums, net of accretion. . . . . . . . 25 34
Depreciation and amortization. . . . . . . 125 122
Gain on sale of assets, net. . . . . . . . (3) (28)
Other changes:
Accrued interest receivable
and other assets. . . . . . . . . . . (55) 36
Accrued interest payable and
other liabilities. . . . . . . . . . 51 30
------ ----
Net cash provided by operating
activitie 495 484
Cash flows from investing activities:
Net increase in loans .. . . . . . . . . . . . (1,349) (1,165)
Principal collections and proceeds from
maturities of held-to-maturity
securities. . . . . . . . . . . . . . . . . . . 1 (4)
Principal collections and proceeds from sales
and maturities of available-for-sale securities. .8,188 8,608
Purchases of available-for-sale securities . . . (3,640) (7,685)
Net additions to premises and equipment . . . . -- (39)
Proceeds from sale of other assets . . . . . . . 3 28
------ -----
Net cash provided by (used in)
investing activities. . . . . . . . 3,203 (257)
Cash flows from financing activities:
Decrease in deposits . . . . . . . . . . . . . . (3,421) (2,266)
Net increase in short-term borrowings . . . . . 49 1,555
Principal payments on long-term debt . . . . . . (190) (100)
------ -------
Net cash used in financing
activities. . . . . . . . . . . . (3,562) (811)
------- -------
Increase (decrease) in cash
and cash equivalents. . . . . . . 138 (584)
Cash and cash equivalents, beginning of year. . . . . 1,526 1,791
Cash and cash equivalents, end of period . . . . . . $1,662 1,207
====== =====
Supplemental disclosure of cash flow information:
Cash paid during the year for interest $1,259 $1,471
Cash paid during the year for income taxes $ 169 $ 124
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
PEOPLES BANCSHARES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 1997
(Unaudited)
1. Principles of Consolidation and Presentation
The accompanying consolidated financial statements include the accounts of
Peoples Bancshares, Inc. (Peoples) and its wholly-owned subsidiary, The Peoples
National Bank, Clay Center, Kansas (Bank). Included within the accounts of the
Bank are the accounts of the Bank's wholly-owned subsidiary, Peoples Investment
Subsidiary, Inc. All significant intercompany accounts and transactions have
been eliminated.
The unaudited consolidated balance sheet as of June 30, 1997 and the related
unaudited consolidated statements of earnings and cash flows for the six months
ended June 30, 1997 and 1996 have been prepared in a manner consistent with
Peoples' annual consolidated financial statements. Management believes that all
adjustments (all of which are normal and recurring in nature) have been reported
to the best of its knowledge and that the unaudited financial information fairly
presents the consolidated financial condition and results of operations and cash
flows of Peoples and its subsidiary in accordance with generally accepted
accounting principles.
2. Allowance for Loan Losses
The following is a summary of the allowance for loan losses for the six months
ended June 30, 1997 and 1996 (in thousands):
1997 1996
---- ----
Balance, January 1. . . . . . . . . . . . . . . . $447 $537
Provision for loan losses . . . . . . . . . . . . -- 55
Charge-offs, net of recoveries. . . . . . . . . . 312 49
Balance, June 30. . . . . . . . . . . . . . . . . $759 $641
In April 1997, the Bank received approximately $308,000 as a recovery on
a loan charged-off in 1991, thus increasing the allowance for loan losses.
3. Earnings Per Common Share
Earnings per common share data is based on the weighted average number of
common shares outstanding during the interim periods.
<PAGE>
PRO FORMA UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The following unaudited pro forma financial information combines the
historical consolidated balance sheets and statements of income of the Company
and Peoples, including their respective subsidiaries, after giving effect to the
merger. The unaudited pro forma combined balance sheet at June 30, 1997 gives
effect to the merger as if it had occurred at June 30, 1997. The unaudited pro
forma combined statements of earnings for June 30, 1997 and June 30, 1996 give
effect to the merger as if it had occurred at January 1, 1996. These statements
are prepared on the basis of accounting for the merger as a pooling of interests
and are based on the assumptions set forth in the notes thereto.
<PAGE>
<TABLE>
PRO FORMA UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET
June 30, 1997
(in thousands)
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Peoples Eliminations Pro Forma
The Company Consolidated Dr Cr Consolidated
----------- ------------- -------------- ------------
ASSETS
Cash and Due from Banks $ 11,838 1,656 13,494
Federal Funds Sold and Interest-bearing
deposits 7,443 6 7,449
Held-to-maturity securities 25 76 101
Available-for-sale securities 57,729 29,613 87,342
Unrealized gain (loss) on securities (493) -- (493)
Restricted equity securities 2,587 242 2,829
Loans, net 230,104 34,611 2,825(1) 261,890
Bank Premises and Fixed Assets 12,167 696 12,863
Accrued Interest and Other Assets 5,198 2,373 47(1) 7,524
------- ------ -------
Total Assets $ 326,598 69,273 392,999
======= ====== =======
LIABILITIES
Deposits $ 263,291 57,495 320,786
Federal funds purchased 1,700 1,975 3,675
Repurchase agreements 26,400 1,665 28,065
Long-term debt/ESOP guarantee 1,716 2,825 2,825(1) 1,716
Accrued interest payable and other
liabilities 2,027 703 (47)(1) 2,683
--------- ------ -------
Total Liabilities 295,134 64,663 356,925
CAPITAL
Common Stock 4,300 2,535 2,535(2) 494(2) 4,794
Additional Paid-In Capital 16,768 -- 2,041(2) 18,809
Undivided Profits 10,981 1,961 12,942
Unrealized gains (losses) on available-
for-sale securities (309) 114 (195)
----------- ------- ------
31,740 4,610 36,350
----------- ------- ------
less: Common Stock securing ESOP
debt (276) - (276)
----------- ------- ------
Total Equity Capital 31,464 4,610 36,074
----------- ------- ------
Total Liabilities and Equity
Capital $ 326,598 69,273 392,999
========== ======= =======
(1) Entry to eliminate intercompany loan and related accrued interest
receivable and payable on long-term debt of Peoples held by the Company.
(2) Entry to reflect pooling of interest for acquisition of Peoples; the
Company issued shares that equate to an exchange ratio of 19.5114 shares of
Company common stock for each share of Peoples common stock.
</TABLE>
<PAGE>
<TABLE>
PRO FORMA UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
For the Six Months Ended
June 30, 1997
(In thousands, except share data)
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Eliminations Pro Forma
The Company Peoples Dr Cr Consolidated
----------- ------------- -------------- ------------
Interest Income:
Loans, including fees $ 9,948 1,562 11,510
Investments 1,803 1,022 2,825
Other 223 21 47(1) 197
----------- -------- --------
11,974 2,605 14,532
----------- -------- --------
Interest expense:
Deposits 5,702 1,175 6,877
Borrowings and Other 512 195 47(1) 660
----------- -------- --------
6,214 1,370 7,537
----------- -------- --------
Net interest income 5,760 1,235 6,995
----------- -------- --------
Provision for loan losses 255 -- 255
----------- -------- --------
Net interest income after provision
for loan losses 5,505 1,235 6,740
----------- -------- --------
Other income:
Service charges 327 163 490
Gain on sale of assets 197 3 200
Gain on sale of mortgage loans 289 -- 289
Gain/Loss on sale of securities (13) 14 1
Other 146 39 185
----------- -------- --------
946 219 1,165
----------- -------- --------
Other expense:
Salaries and employee benefits 2,313 528 2,841
Occupancy expense 809 152 961
Federal deposit insurance
premiums 54 3 57
Other 1,084 295 1,379
----------- -------- --------
4,260 978 5,238
----------- -------- --------
Earnings before income taxes 2,191 476 2,667
----------- -------- --------
Income tax expense (benefit) 785 110 895
Net Earnings $ 1,406 366 1,772
========== ======= ========
Earnings per share .33 .74 .37
Weighted average common shares
outstanding 4,300,000 493,615 4,793,615
(1) Entry to eliminate intercompany interest income and expense on long-term debt of Peoples held by
the Company.
</TABLE>
<PAGE>
<TABLE>
PRO FORMA UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
For the Six Months Ended
June 30, 1996
(In thousands, except share data)
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Eliminations Pro Forma
The Company Peoples Dr Cr Consolidated
----------- ------------- -------------- ------------
Interest Income:
Loans, including fees $ 7,983 1,400 9,383
Investments 2,006 1,068 3,074
Other 316 23 339
----------- -------- --------
10,305 2,491 12,796
----------- -------- --------
Interest expense:
Deposits 5,341 1,199 6,540
Other 649 196 845
----------- -------- --------
5,990 1,395 7,385
----------- -------- --------
Net interest income 4,315 1,096 5,411
Provision for loan losses 60 55 115
----------- -------- --------
Net interest income after provision
for loan losses 4,255 1,041 5,296
----------- -------- --------
Other income:
Service charges 298 153 451
Gain on sale of mortgage loans 699 -- 699
Gain/Loss on sale of securities -- 25 25
Gain/Loss on sale of assets 4 28 32
Other 172 20 192
----------- -------- --------
1,173 226 1,399
----------- -------- --------
Other expense:
Salaries and employee benefits 2,605 462 3,067
Occupancy expense 620 145 765
Federal deposit insurance
premiums 80 1 81
Other 1,036 276 1,312
----------- -------- --------
4,341 884 5,225
----------- -------- --------
Earnings before income taxes 1,087 383 1,470
----------- -------- --------
Income tax expense (benefit) 372 124 496
----------- -------- --------
Net Earnings $ 715 259 974
=========== ======= ========
Earnings per share .36 .52 .39
Weighted average common shares
outstanding 2,001,825 493,615 2,495,440
</TABLE>
<PAGE>
SIGNATURES
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.
GOLD BANC CORPORATION, INC.
(Registrant)
September 5, 1997 /s/ Keith E. Bouchey
Keith E. Bouchey
Chief Financial Officer
<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT CERTIFIED ACCOUNTANT
We hereby consent to the use of our report on the financial statements of
Peoples Bancshares, Inc. and Subsidiary, incorporated by reference into this
Current Report on Form 8-K.
/s/ GRA, Thompson, White & Co., P.C.
September 8, 1997
Merriam, Kansas
