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:
|_| Preliminary Proxy Statement
|_| Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
|X| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to ss. 240.14a-11(c) or ss.
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| No fee required.
|_| 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 29, 1998
Notice is hereby given 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, Country Club Plaza, Kansas City, Missouri, on the
29th day of April, 1998, at 10:00 a.m. for the following purposes:
1. To elect two Class II Directors to serve for a term of three years.
2. To ratify the appointment of KPMG Peat Marwick LLP as the
independent auditors of the Company for the 1998 fiscal year.
3. 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,
1998, 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 are a stockholder of record and
attend the meeting, we will be glad to cancel 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,
/s/ Keith E. Bouchey
--------------------
Keith E. Bouchey
Corporate Secretary
Leawood, Kansas
March 23, 1998
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<PAGE>
GOLD BANC CORPORATION, INC.
11301 Nall Avenue
Leawood, Kansas 66211
PROXY STATEMENT
for
Annual Meeting of Stockholders
to be held April 29, 1998
GENERAL INFORMATION
This proxy statement is being furnished on or about March 23, 1998, 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 10:00 a.m. on
Wednesday, April 29, 1998, 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.
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.
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 22, 1998. 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 filing with the trustee a written notice to that effect
by April 22, 1998.
The Company will bear the cost of solicitation of proxies, which will
be principally conducted by mail; however, certain officers of the Company may
also solicit proxies by telephone, telegram or personal interview. Such cost may
also include ordinary charges and expenses of brokerage firms and others, for
forwarding soliciting material to beneficial owners.
On March 18, 1998, the record date for determining stockholders
entitled to vote at the Annual Meeting, the Company had outstanding and entitled
to vote 5,352,196 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.
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<PAGE>
CERTAIN BENEFICIAL OWNERSHIP OF THE COMPANY'S COMMON STOCK
The following table sets forth information as of February 28, 1998,
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 executive officers of the Company as a group. Unless
otherwise indicated, the named beneficial owner has sole voting and investment
power over the shares listed.
<TABLE>
<CAPTION>
Number of Shares Percentage of Shares
Name and Address of Beneficial Owner Beneficially Owned Beneficially Owned
<S> <C> <C>
------------------------------------ ------------------ ------------------
Michael W. Gullion(1).................................................. 949,118 17.73%
11301 Nall Avenue
Leawood, Kansas 66221
William Wallman(2)..................................................... 220,401 4.13%
538 W. Mary
Beatrice, Nebraska 68310
Allen D. Petersen(2)(3)............................................. 167,828 3.14%
1220 W. County Line Road
Barrington Hills, Illinois 60010
William F. Wright(2)................................................... 165,660 3.10%
1431 Stratford Court
Del Mar, California 92014
Keith E. Bouchey(4).................................................... 33,100 *
11301 Nall Avenue
Leawood, Kansas 66211
D. Michael Browne(5)................................................... 28,753 *
6450 Campbell Drive
Lincoln, Nebraska 68510
Directors and executive officers as a group (6 persons)................ 1,010,971 18.89%
__________________________
* Less than 1%.
(1) Includes 553,889 shares for which Mr. Wallman, Mr. Petersen, Mr. Wright or
The Lifeboat Foundation are the record owners and that are subject to the
terms of an agreement granting Mr. Gullion voting control over such shares;
27,333 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; and
35,000 shares that can be acquired pursuant to options that are presently
exercisable.
(2) Subject to the terms of an agreement granting Mr. Gullion voting control
over such shares; includes 1,000 shares that may be acquired pursuant to
options that are presently exercisable.
</TABLE>
-4-
<PAGE>
(3) 166,828 of these shares are owned by The Lifeboat Foundation. Mr. Petersen
is one of three directors of The Lifeboat Foundation. The Lifeboat
Foundation has granted Mr. Gullion an irrevocable proxy to vote each of
these shares. Mr. Petersen disclaims beneficial ownership of these shares.
(4) Includes: (i) 15,000 shares held in the name of Holyrood Bancshares, Inc.
Mr. Bouchey is a director, officer and stockholder of Holyrood Bancshares,
Inc.; (ii) 600 shares owned by children of Mr. Bouchey; and (iii) 12,500
shares that may be acquired pursuant to options that are presently
exercisable.
(5) Includes 1,000 shares that may be acquired pursuant to options that are
presently exercisable.
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 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, Mr.
Petersen and The Lifeboat Foundation pursuant to which Mr. Wright, Mr. Petersen
and The Lifeboat Foundation have granted to Mr. Gullion an irrevocable proxy to
vote all shares of Common Stock owned or subsequently acquired by Mr. Wright,
Mr. Petersen or The Lifeboat Foundation. Such proxy continues until the earlier
of: (i) the date Mr. Gullion ceases to be President, Chairman and/or Chief
Executive Officer of the Company; or (ii) 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, Mr. Petersen or The Lifeboat Foundation
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 II directors are to be elected at the Annual Meeting. The proxies named in
the accompanying proxy intend to vote for the election of D. Michael Browne and
Allen D. Petersen. In the event Mr. Browne or Mr. Petersen 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 II 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.
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<PAGE>
INFORMATION CONCERNING NOMINEES
The following table sets forth information about the nominees to the
Board of Directors.
Class II - Term Expiring 2001
Principal Occupation and
Name Age Five-Year Employment History
- ---- --- -------------------------------------------
D. Michael Browne 45 Mr. Browne has served as a director of the
Company since November 1989. For more than
five years Mr. Browne has been the Chairman
and Chief Executive Officer of Consortia,
Ltd. (formerly Mike Browne International
LTD), a direct marketing advertising
agency.
Allen D. Petersen 57 Mr. Petersen was appointed to the Board of
Directors of the Company on July 31, 1997.
Mr. Petersen previously served in an
advisory capacity to the 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.
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 about the directors who are
continuing in office for the respective periods and until their successors are
elected and qualified.
Class III - Term Expiring 1999
Principal Occupation and
Name Age Five-Year Employment History
- ---- --- -------------------------------------------
Michael W. Gullion 43 Mr. Gullion has served as Chairman of the
Board of Directors, President and Chief
Executive Officer of the Company since its
inception. Mr. Gullion is the son-in-law of
William Wallman.
William Wallman 74 Mr. Wallman has served as a director of the
Company since 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.
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<PAGE>
Class I - Term Expiring 2000
Principal Occupation and
Name Age Five-Year Employment History
- ---- --- -------------------------------------------
Keith E. Bouchey 47 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 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.
William F. Wright 55 Mr. Wright was elected as a director of the
Company on May 30, 1996. For more than five
years Mr. Wright has served as the Chairman
of the Board of AMCON Distributing Company,
a wholesale distributor headquartered in
Omaha, Nebraska.
COMMITTEES OF THE BOARD OF DIRECTORS
The standing committees of the Board of Directors during 1997 consisted
of an Audit Committee, Compensation Committee and Nominating Committee.
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 results and scope of
audits.
The Compensation Committee consists of Messrs. Browne, Petersen and
Wright. 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. Bouchey, Gullion 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 requiring the Nominating
Committee to renominate them to the Board of Directors throughout the term of
their employment agreements.
During the 1997 fiscal year, the Board of Directors met four times, the
Audit Committee met three times, the Compensation Committee met two 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, except that Mr.
Wallman attended fifty percent of the meetings. Each of the members of the
committees of the Board of Directors attended at least seventy-five percent of
the meetings of the committees on which they served, except that Mr. Wallman
attended two-thirds of the Audit Committee meetings.
In 1998, the Board of Directors created the Strategic Planning
Committee. The function of this committee, which will meet monthly, is to plan
the strategic direction of the Company in the areas of
-7-
<PAGE>
acquisition planning and implementation, risk management, technology planning
and revenue enhancement. The members of the Strategic Planning Committee are
Messrs. Bouchey, Gullion and Wright.
COMPENSATION OF DIRECTORS
Non-employee directors of the Company in 1997 received $5,000 annually,
$500 per meeting and options to purchase 1,000 shares of the Company's Common
Stock at a price of $10.50 per share 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, 1997, 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 (the "Committee") is composed of three
independent non-employee Directors. The Committee is responsible for setting and
administering executive officers' salaries and the annual bonus and long-term
incentive plans that govern the compensation paid to executives of the Company.
COMPENSATION PHILOSOPHY
The Company's compensation programs are designed to provide executives
with a competitive base salary and with incentives linked to the performance of
the Company and the individual. The Committee engaged the services of an
independent compensation consultant to assist it and has developed the following
guidelines for establishing executive compensation:
Competitiveness: Base salaries for executives should be reasonably
commensurate with those paid by comparable companies.
Entrepreneurialism: Each executive will have the opportunity to earn
total annual compensation, including bonuses, at approximately the
75th percentile of comparable companies.
Long-Term Incentives: In order to create a sense of executive
ownership in and commitment to the Company, the Committee has adopted
a stock option plan that provides executives stock options.
The Committee selects comparable companies for purposes of determining
competitive compensation levels based upon their size, industry and other
factors the Committee considers appropriate. These companies may or may not be
included in computing the indices used to prepare the common stock performance
graph on page 10 of this proxy statement.
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<PAGE>
ANNUAL COMPENSATION
Total annual cash compensation for executive officers of the Company
consists of a base salary and a potential annual cash bonus based upon a target
incentive opportunity established each year by the Committee.
The base salary of each executive officer is approved on a subjective
basis by the Committee at a level believed to be sufficient to attract and
retain qualified individuals. In making this determination, the Committee
considers the executive's performance, salary levels at other competing
businesses and the Company's performance. In approving salaries and incentive
bonus plan payments for 1998, the Committee considered, among other matters, the
Company's performance during 1997 and the compensation of similar level
executives employed by comparable companies for which information was available,
although the Committee did not target compensation to any particular group of
these companies. The factors impacting base salary levels are not independently
assigned specific weights but are subjectively considered by the Committee.
The incentive bonus plan for executive officers consists of various
objective and subjective criteria related to areas for which each such executive
has responsibility as well as for Company wide performance. Under the incentive
bonus plan, each executive has a target bonus percentage with an opportunity to
earn up to a maximum amount approved by the Committee. The target and maximum
incentive bonus opportunity is stated as a percentage of base salary. The
percentage increases relative to the executive's level of responsibility within
the Company. The Committee believes that this structure is appropriate given
that an executive's ability to affect the overall performance of the Company
increases with the level of responsibility. For executives other than the Chief
Executive Officer, the executive's target incentive bonus ranges from 10% to 20%
of base salary, depending upon the executives level.
In February of 1997, the Committee set Mr. Gullion's base salary at
$250,000. His 1997 compensation also included $112,500 (45% of his base salary)
in payments earned under the Company's incentive bonus plan. Mr. Gullion
received the maximum incentive available under the incentive bonus plan for
1997, based largely upon the Company's success during the year as measured by:
(i) a 230% increase in the market capitalization of the Company; (ii) a 36%
growth in the Company's assets; (iii) an 80% increase in earnings; and (iv) the
substantial improvement in the return on the Company's assets, when adjusted for
the impact of acquisitions made during the year. For 1998, Mr. Gullion's base
salary will remain $250,000. However, his target incentive bonus opportunity
will be increased from 30% to 40% of his base salary.
LONG-TERM INCENTIVE COMPENSATION
The Board of Directors and the Company believe that stock options
create a mutuality of interests between the Company's executive officers and
stockholders. The long-term incentive compensation for executive officers has
consisted of awards of stock options granted under the Company's stock option
plan. The stock option plan provides option recipients the right to purchase
shares of Common Stock at a specified exercise price. All stock options issued
to executive officers generally have exercise prices equal to the fair market
value of the Common Stock on the date of the option grant. The number of options
awarded to each executive was determined by reference to the group of comparable
companies described above.
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<PAGE>
COMMITTEE MEMBERS
Allen D. Petersen
William F. Wright
D. Michael Browne
EXECUTIVE COMPENSATION
The table below sets forth information concerning the annual and
long-term compensation paid to or earned by the Chief Executive Officer and all
other employees of the Company whose compensation exceeded $100,000 during the
last fiscal year.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long Term
Compensation
Awards
--------
Annual Compensation Securities
--------------------------------- Underlying
Name and Options All Other
Principal Position Year Salary($) Bonus($)(1) (#) Compensation($)
- ------------------ ---- --------- ----------- ------------- ---------------
<S> <C> <C> <C> <C> <C>
Michael W. Gullion.......... 1997 $241,000 $112,500 35,000 $ 16,809(2)
President and Chief 1996 $186,000 $165,000 None $ 15,923(2)
Executive Officer 1995 $156,000 $165,000 None $ 9,587(2)
Keith E. Bouchey(3)......... 1997 $156,000 $31,000 12,500 $ 7,841(4)
Executive Vice 1996 $156,000 31,000 None $ 3,933(4)
President, Chief
Financial Officer and
Corporate Secretary
(1) Represents amounts earned in fiscal year. Actual cash payment is made in
the following fiscal year.
(2) Consists of contributions to the Company's Employee Stock Ownership Plan,
personal use of Company-owned automobile, and country club membership dues.
(3) Mr. Bouchey became an executive officer of the Company in November 1995.
(4) Consists of contributions to the Company's Employee Stock Ownership Plan
and country club membership dues.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS
Potential Realized Value
Number of Percent of at Assumed Annual
Securities Total Options Rates of Stock Price
Underlying Granted to Exercise or Appreciation
Options Employees in Base Price Expiration for Option Term
Name Granted(#) Fiscal Year ($/Shr) Date 5% 10%
---- ---------- ----------- ------- ------ -- ---
Michael W. Gullion 35,000 49.6% $10.50 4/7/2007 $231,000 $585,550
Keith E. Bouchey 12,500 17.7% $10.50 4/7/2007 $ 82,500 $209,125
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<PAGE>
AGGREGATED OPTION/SAR EXERCISES IN LAST
FISCAL YEAR AND FY-END OPTION/SAR VALUES
Number of
Underlying
Unexercised Value of Unexercised In-the-
Options at Fiscal Money Options at Fiscal Year-
Year-End (#) end($)
Shares Acquired Value Exercisable/ Exercisable/
Name on Exercise(#) Received($) Unexercisable Unexercisable
---- -------------- ----------- ------------- -------------
Michael W. Gullion 0 0 35,000/0 $516,250/0
Keith E. Bouchey 0 0 12,500/0 $184,375/0
</TABLE>
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 each 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.
If the Company terminates an Agreement for cause or an 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.
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<PAGE>
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 $9.3 million and $9.6 million at
December 31, 1997 and 1996, respectively.
COMMON STOCK PERFORMANCE
The graph set forth below is based upon information provided by SNL
Securities L.C. and compares the yearly percentage change in cumulative
stockholder return of the Company's Common Stock since November 19, 1996 (the
date the Company completed its initial public offering of Common Stock) against
the cumulative return of the NASDAQ Stock (U.S.), the SNL $250 Million - $500
Million Bank Index and the SNL All Bank and Thrift Index covering the same time
period. The graph is based on $100 invested on November 19, 1996 in the
Company's Common Stock, the NASDAQ Stock (U.S.), the SNL $250 Million - $500
Million Bank Index and the SNL All Bank and Thrift Index, each assuming dividend
reinvestment. The historical stock price performance shown on this graph is not
necessarily indicative of future performance.
<TABLE>
<CAPTION>
Period Ending
-----------------------------------------------------------------------------------------
Index 11/19/96 12/31/96 3/31/97 6/30/97 9/30/97 12/31/97
- --------------------------------------- -------------- --------------- ------------- ------------- -------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Gold Banc Corporation, Inc. 100.00 101.47 126.47 169.52 224.44 298.71
NASDAQ - Total US 100.00 102.51 96.95 114.72 134.13 125.79
SNL $250M-$500M Bank Index 100.00 103.71 115.00 129.73 151.72 179.37
SNL All Bank & Thrift Index 100.00 100.50 106.14 122.12 141.01 154.28
</TABLE>
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<PAGE>
ITEM 2 - 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 has been the independent auditors for the Company
since 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 1998.
Representatives of the firm are expected to attend the 1998 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 1998 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 a 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 Peat Marwick LLP to serve as the
Company's 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.
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, 1997, except
that one report relating to the acquisition of shares by William Wallman and one
report relating to the receipt of stock options by William Wright were filed
later than required.
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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 24, 1998,
in order to be considered for inclusion in the proxy statement relating to that
meeting.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Keith E. Bouchey
--------------------
KEITH E. BOUCHEY
Corporate Secretary
Dated: March 23, 1998
Leawood, Kansas
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