<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 4, 1997
REGISTRATION NO. 333-28563
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST EFFECTIVE AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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GOLD BANC CORPORATION, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
KANSAS 6712 48-1008593
(STATE OR OTHER (PRIMARY STANDARD (I.R.S. EMPLOYER
JURISDICTION INDUSTRIAL IDENTIFICATION NO.)
OF INCORPORATION OR CLASSIFICATION CODE
ORGANIZATION) NUMBER)
11301 NALL AVENUE
LEAWOOD, KANSAS 66211
(913) 451-8050
(ADDRESS INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
MICHAEL W. GULLION
11301 NALL AVENUE
LEAWOOD, KANSAS 66211
(913) 451-8050
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPIES TO:
STEVEN F. CARMAN, ESQ. MIKE RYAN, ESQ.
BLACKWELL SANDERS MATHENY WEARY & RYAN, CONDRY & RYAN, L.L.C.
LOMBARDI LLP 509 COURT
TWO PERSHING SQUARE CLAY CENTER, KANSAS 67432
2300 MAIN, SUITE 1100 (913) 632-5666
KANSAS CITY, MISSOURI 64108 FAX: (913) 632-6534
(816) 983-8153
FAX: (816) 983-9153
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: As soon as practicable after this registration statement is declared
effective and all other conditions to the Merger (as defined herein) have been
satisfied or waived.
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If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance
with General Instruction G, check the following box. [_]
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company Articles and the Company Bylaws require it to indemnify its
directors and officers and advisory directors against liabilities, fines,
penalties, settlements, claims and reasonable expenses incurred by them in
connection with any proceeding to which they may be made a party by reason of
their service in those capacities to the fullest extent permitted by the KGCC.
The KGCC permits a corporation to indemnify its present and former directors
and officers if ordered to do so by a court or after a determination by its
independent counsel, stockholders or a majority of its disinterested directors
that the person to be indemnified acted in good faith and in a manner such
person reasonably believed to be in or not opposed to the best interests of
the corporation.
ITEM 21. EXHIBITS
The following exhibits are filed herewith or incorporated herein by
reference.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
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<C> <S>
2 Agreement and Plan of Reorganization dated the 14th day of April,
1997, among the Registrant, Sub and Peoples (included as Annex A to
the Prospectus).
3(a) Amended and Restated Articles of Incorporation of the Company*
3(a)(i) Certificate of Amendment to Restated Articles of Incorporation***
3(b) Restated By-laws of the Company*
4 Form of Common Stock Certificate*
5 Opinion of Blackwell Sanders Matheny Weary & Lombardi L.C.***
8 Opinion of Payne & Jones, Chartered
9(a) Proxy Agreement/Stockholder Agreement between Michael W. Gullion and
William Wallman, dated as of September 15, 1996*
9(b) Proxy Agreement/Stockholder Agreement between Michael W. Gullion and
William F. Wallman, dated as of September 15, 1996*
10(a) Employment Agreement between the Company and Michael W. Gullion*
10(b) Employment Agreement between the Company and Keith E. Bouchey*
10(c) Gold Banc Corporation, Inc. 1996 Equity Compensation Plan*
10(d) Form of Tax Sharing Agreements between the Company and the Banks*
10(e) Form of Federal Home Loan Bank Credit Agreement to which each of the
Banks is a party*
10(f) Agreement and Plan of Reorganization by and among the Registrant,
Gold Banc Acquisition Corporation, Inc. and Farmers Bancshares of
Oberlin, Inc.***
16 Letter Regarding Change in Certifying Accountants*
21 List of Subsidiaries of the Company**
23 Consent of Blackwell Sanders Matheny Weary & Lombardi L.C. (included
in Exhibit 5).***
24 Powers of Attorney (included in signature page to Registration
Statement).
</TABLE>
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* Previously filed as an Exhibit to Registration Statement No. 333-12397 and
the same is incorporated herein by reference.
** Previously filed as an Exhibit to the Company's Annual Report on Form 10-
KSB for the year ended December 31, 1996 and the same is incorporated
herein by reference.
*** Previously filed with the initial filing or Amendment No. 1 of this
registration statement.
II-1
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ITEM 22. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) That, for the purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of employee benefit plans annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the Registration Statement shall be deemed to
be a new Registration Statement relating to the securities offered therein,
and the offering of such securities at the time shall be deemed to be the
initial bona fide offering thereof.
(2) That, prior to any public reoffering of the securities registered
hereunder through use of a prospectus which is a part of this registration
statement, by any person or party who is deemed to be an underwriter within
the meaning of Rule 145(c), the issuer undertakes that such reoffering
prospectus will contain the information called for by the applicable
registration form with respect to reofferings by persons who may be deemed
underwriters, in addition to the information called for by the other Items
of the applicable form.
(3) That, every prospectus (i) that is filed pursuant to paragraph (2)
immediately preceding, or (ii) that purports to meet the requirements of
section 10(a)(3) of the Act and is used in connection with an offering of
securities subject to Rule 415 (section 230.415 of this chapter), will be
filed as part of an amendment of the registration statement and will not be
used until such amendment is effective, and that, for purposes of
determining any liability under the Securities Act of 1933, each such post-
effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
(4) To respond to requests for information that is incorporated by
reference into the Prospectus pursuant to Items 4, 10(b), 11 or 13 of this
Form, within one business day of receipt of such request, and to send the
incorporated documents by first class mail or other equally prompt means.
This includes information contained in documents filed subsequent to the
effective date of the Registration Statement through the date of responding
to the request.
(5) To supply by means of a post-effective amendment all information
concerning a transaction, and the Company being acquired involved therein,
that was not the subject of and included in the Registration Statement when
it became effective.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is
therefore unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of Registrant in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with securities being
registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question of whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.
II-2
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SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS POST EFFECTIVE AMENDMENT NO. 1 TO BE SIGNED ON ITS BEHALF
BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED IN THE CITY OF LEAWOOD, KANSAS
ON AUGUST 4, 1997.
Gold Banc Corporation, Inc.
(Registrant)
/s/ Michael W. Gullion
By: _________________________________
MICHAEL W. GULLION
CHIEF EXECUTIVE OFFICER
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED:
SIGNATURE TITLE DATE
/s/ Michael W. Gullion Chairman of the
- ------------------------------------- Board, President August 4, 1997
MICHAEL W. GULLION and Chief Executive
Officer (Principal
Executive Officer)
/s/ Keith E. Bouchey Director, Executive
- ------------------------------------- Vice President, August 4, 1997
KEITH E. BOUCHEY Chief Financial
Officer, Treasurer
and Corporate
Secretary
(Principal
Financial Officer
and Principal
Accounting Officer)
/s/ William Wallman* Director
- ------------------------------------- August 4, 1997
WILLIAM WALLMAN
/s/ D. Michael Browne* Director
- ------------------------------------- August 4, 1997
D. MICHAEL BROWNE
/s/ William F. Wright* Director
- ------------------------------------- August 4, 1997
WILLIAM F. WRIGHT
*By Keith E. Bouchey as
attorney-in-fact
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<PAGE>
EXHIBIT 8
1997
Gold Banc Acquisition Corporation, Inc.
11301 Nall
Leawood, KS 66211
Attn.: Mr. Michael W. Gullion, President
Peoples Bancshares, Inc.
509 Court
Clay Center, Kansas 67432
The Shareholders of Peoples Bancshares, Inc.
RE: Agreement with Peoples Bancshares, Inc.
Ladies and Gentlemen:
We have acted as counsel to Gold Banc Acquisition Corporation, Inc. ("Gold Banc
Acquisition") and to Gold Banc Corporation, Inc. ("Gold") in connection with the
acquisition by Gold Banc Acquisition of all of the issued and outstanding shares
of stock of Peoples Bancshares, Inc. ("Peoples") under and pursuant to that
certain Agreement and Plan of Reorganization dated April 14, 1997 (the
"Agreement"). Pursuant to Section 7.11 of the Agreement, a condition precedent
to the obligation of Gold and Gold Banc Acquisition to close the transaction
described in the Agreement is that Gold shall have received an opinion of
counsel that the transaction described in the Agreement will be treated as a
tax-free reorganization under Section 368(a)(1)(A) of the Internal Revenue Code
of 1986, as amended (the "Code").
In connection with this transaction, we have reviewed the following documents:
i. The Agreement.
ii. The Certificate of Merger dated ______________________,
1997 (the "Certificate of Merger") executed by authorized
representatives of Gold Banc Acquisition and Peoples.
iii. Minutes of certain meetings of the Board of Directors of
Gold, Gold Banc Acquisition and Peoples.
iv. Minutes of certain meetings of shareholders of Gold Banc
Acquisition and Peoples.
v. Articles of Incorporation and Bylaws of Gold.
vi. Articles of Incorporation and Bylaws of Gold Banc
Acquisition.
vii. Articles of Incorporation and Bylaws of Peoples.
We have also reviewed such other records and documents as we deem pertinent in
rendering the opinion described herein.
In rendering this opinion, we have made, with your consent and without
independent investigation on our part, the following assumptions:
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1. All documents executed by all parties to the Agreement have been duly
and properly authorized, executed, attested, delivered and accepted.
2. All documents submitted to us as copies conform to the original
documents, and all such originals are authentic.
3. There are no oral agreements or other written documents or course of
conduct which may modify the terms of the Agreement or the Certificate
of Merger.
4. Gold Banc Acquisition, as a result of the consummation of the
transaction described in the Agreement, will ultimately acquire
substantially all of the properties of Peoples.
5. There is no consideration being provided by Gold Banc Acquisition
pursuant to the Agreement other than stock of Gold (except for certain
cash payments required by the Agreement and subject to rights of
dissenting shareholders of Peoples pursuant to K.S.A. 17-6712). No
stock of Gold Banc Acquisition is being used as consideration for this
transaction.
6. All representations and warranties of all parties to the Agreement as
set forth therein are true, accurate and complete.
7. The Certificate of Merger will be filed on a timely basis with the
Kansas Secretary of State and recorded in the office of the Register
of Deeds of each county in which the registered office of Gold, Gold
Banc Acquisition and Peoples respectively is located.
8. The shareholders of Peoples have no preconceived plan or arrangement
to dispose of a significant percentage of the stock in Gold being
acquired pursuant to the transaction described in the Agreement.
9. Gold and Gold Banc Acquisition will continue Peoples' historic
business or will use a significant portion of Peoples' historic
business assets in continuing such business.
10. The primary motivation to Gold and Gold Banc Acquisition in
consummating this transaction is to acquire the business operations of
Peoples and not to avoid income tax.
11. There is no plan to immediately liquidate Gold Banc Acquisition after
the closing of the transaction described in the Agreement.
Based upon the foregoing and subject to the assumptions, qualifications and
limitations set forth herein, it is our opinion that the transaction described
in the Agreement will be treated as a tax-free reorganization as that term is
used in Section 368(a)(1)(A) of the Code. This opinion does not address any
issue applicable to carryover of tax attributes as governed by Section 381 of
the Code. Further, this opinion does not address additional requirements
imposed upon the parties to the Agreement to file documentation with federal
income tax returns in the year in which such transaction closes.
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The opinion expressed herein is restricted to matters governed by the laws of
the United States of America and the laws of the State of Kansas as they exist
as of the date of this letter. To the extent there is any change in the federal
income tax laws after this date, no opinion is expressed as to the impact of
such change on the tax treatment of the transaction described in the Agreement.
Further, to the extent the laws of the State of Kansas change after this date
with respect to the steps required to consummate a merger, this opinion does
not address the impact of such changes upon the income tax treatment of the
transaction described in the Agreement. We undertake no obligation or
responsibility to update or supplement this opinion in response to subsequent
changes in the law or any subsequent changes in the relevant factual
circumstances pertaining to the transaction described in the Agreement.
The opinion expressed herein is being delivered to you for your sole use and
benefit in connection with the transaction described in the Agreement. This
opinion may not be relied upon by any other person and may not be used in whole
or in part for any other purpose or delivered to any other person except with
the prior written consent of the undersigned.
Yours very truly,
Thomas K. Jones
for Payne & Jones, Chartered
