UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934 For the quarterly period ended March 31, 1999
|_| TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE EXCHANGE ACT For the
transition period from ___________ to________________
Commission File Number: 0-28936
GOLD BANC CORPORATION, INC.
(Exact name of registrant as specified in its charter)
Kansas 48-1008593
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
11301 Nall Avenue, Leawood, Kansas 66211
(Address of principal executive office) (Zip code)
(913) 451-8050
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the past 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes |X| No |_|
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practical date.
Class Outstanding at April 30, 1999
- -------------------------- ------------------------
Common Stock, $1.00 par value 17,181,618
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GOLD BANC CORPORATION, INC.
INDEX TO 10-Q FOR THE QUARTERLY
PERIOD ENDED March 31, 1999
PAGE
PART I: FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS......................................1
Consolidated Balance Sheets at March 31, 1999 (unaudited)
and December 31, 1998..............................................1
Consolidated Statements of Earnings - Three months ended
March 31, 1999 and March 31, 1998 (unaudited)......................2
Consolidated Statements of Cash Flows - Three months ended
March 31, 1999 and March 31, 1998 (unaudited)......................3
Notes to Consolidated Financial Statements.........................4
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS................................................6
ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK.........................................9
PART II: OTHER INFORMATION
ITEM 1: LEGAL PROCEEDINGS..........................................10
ITEM 2: CHANGES IN SECURITIES......................................10
ITEM 3: DEFAULTS UPON SENIOR SECURITIES............................10
ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS....................................................10
ITEM 5: OTHER INFORMATION..........................................11
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K...........................11
SIGNATURES.................................................12
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PART I
FINANCIAL INFORMATION
GOLD BANC CORPORATION, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(In thousands)
March 31, 1999 Dec. 31, 1998
-------------- -------------
(unaudited)
<S> <C> <C>
Assets
Cash and due from banks $ 31,230 $36,305
Federal funds sold and interest-bearing deposits 69,482 62,798
------ ------
Total cash and cash equivalents 100,712 99,103
------- ------
Investment securities
Held-to-maturity securities 26 63
Available-for-sale securities 236,708 225,606
Trading securities 4,371 3,851
----- -----
Total investment securities 241,105 229,520
------- -------
Mortgage loans held for sale 2,933 5,425
Loans, net 734,100 717,939
Premises and equipment, net 28,193 26,183
Goodwill 17,061 13,328
Accrued interest and other assets 23,493 19,858
------ ------
Total assets $1,147,597 $1,111,356
========== ==========
Liabilities and Stockholders' Equity
Liabilities:
Deposits $ 950,025 $926,687
Securities sold under agreements to repurchase 18,006 6,644
Guaranteed preferred beneficial interests in company's
debentures 28,750 28,750
Federal funds purchased, long-term debt and other borrowings 54,758 57,526
Accrued interest and other liabilities 9,505 7,938
----- -----
Total liabilities $1,061,044 $1,027,545
---------- ----------
Stockholders' equity:
Common stock, $1.00 par value, 25,000,000 shares
authorized, 17,181,618 shares issued and outstanding 17,182 17,182
Additional paid-in capital 29,200 29,200
Retained earnings 39,974 37,235
Unrealized gain on available-for-sale securities, net 394 391
Unearned compensation (197) (197)
---- ----
Total stockholders' equity $86,553 $83,811
------- -------
Total liabilities and stockholders' equity $1,147,597 $1,111,356
========== ==========
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1
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GOLD BANC CORPORATION, INC. AND SUBSIDIARIES
Consolidated Statements of Earnings
For The Three Months Ended
(In thousands, except per share data)
(unaudited)
March 31, 1999 March 31, 1998
-------------- --------------
<S> <C> <C>
Interest income: $16,564 $ 13,531
Loans, including fees 3,206 2,640
Investments securities 876 624
--- ---
Other 20,646 16,795
------ ------
Interest expense:
Deposits 9,401 7,818
Borrowings and Other 1,559 1,016
----- -----
10,960 8,834
------ -----
Net interest income 9,686 7,961
Provision for loan losses 496 810
--- ---
Net interest income after provision for loan losses 9,190 7,151
----- -----
Other income;
Service fees 908 655
Net gains on sale of mortgage loans 156 225
Net securities gains (losses) 167 1
Gain on sale of other assets 5 4
Net unrealized gains (losses) on trading assets (37) 49
Investment trading fees & commissions 976 691
Other 1,136 285
----- ---
3,311 1,910
----- -----
Other expense
Salaries and employee benefits 3,865 2,975
Net occupancy expense 1,287 768
Federal deposit insurance premiums 17 21
Other 2,601 1,788
----- -----
7,770 5,552
----- -----
Earnings before income taxes 4,731 3,509
Income taxes 1,649 698
----- ---
Net earnings $ 3,082 $ 2,811
======= =======
Net earnings per share-basic and diluted $ 0.18 $ 0.17
====== ======
Pro forma net earnings (Note 1) $ 2,333
=======
Pro forma earnings per share - basic and diluted (Note 1) $ 0.14
======
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2
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<CAPTION>
GOLD BANC CORPORATION, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
For the Three Months Ended
(In thousands)
(unaudited)
March 31, 1999 March 31, 1998
-------------- --------------
<S> <C> <C>
Cash flows from operating activities:
Net earnings $ 3,082 $ 2,811
Adjustments to reconcile net earnings to net cash
provided by operating activities:
Provision for loan losses 496 810
Net gains on sales of available-for-sale securities (167) (1)
Amortization of investment securities' premiums, net of
accretion 85 (261)
Depreciation and amortization 712 446
Gain on sale of assets, net (5) (4)
Purchases of trading securities, net of sales (557) (4,135)
Unrealized (gain) loss on trading securities 37 (49)
Originations of mortgage loans held for sale, net of sales
proceeds 2,491 (1,672)
Other changes:
Accrued interested receivable and other assets (2,899) (611)
Accrued interest payable and other liabilities 1,330 (711)
----- ----
Net Cash provided by (used in) operating activities $4,605 (3,377)
Cash flows from investing activities:
Net increase in loans (16,656) (18,078)
Principal collections and proceeds maturities of
H-T-M securities 36 102
Principal collections and proceeds from sales
and maturities of A-F-S 662,529 575,340
Purchases of H-T-M securities 0 0
Purchases of A-F-S securities (673,549) (585,470)
Net additions to premises and equipment (1,273) (1,873)
Proceeds from sale of other assets 5 4
Cash paid in acquisitions, net of cash received (5,161) 231
------ ---
Net cash used in investing activities $(34,069) $(29,744)
Cash flows from financing activities:
Increase in deposits 23,338 22,754
Net increase (decrease) in short-term borrowings 15,876 (6,588)
Principal payments on long-term debt (7,797) 8,039
Dividends paid (344) (161)
---- ----
Net cash provided by financing activities $31,073 $24,044
Decrease in cash and cash equivalents 1,609 (9,077)
Cash and cash equivalents, beginning of quarter 99,103 78,269
------ ------
Cash and cash equivalents, end of quarter 100,712 69,192
======= ======
Supplemental schedule of non-cash financing activities:
Issuance of common stock for acquisitions 0 5,982
Non-cash activities related to purchase acquisitions:
Investing activities:
Increase in investments 0 14,339
Net increase in loans 0 19,099
Increase in land, buildings, and equipment 1,264 493
Financing activities:
Increase in deposits 0 26,411
Increase in short term borrowings 0 4,986
Increase in long term borrowings 515 1,000
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of presentation.
The accompanying consolidated financial statements have been prepared in
accordance with the instructions for Form 10-Q. The consolidated financial
statements should be read in conjunction with the audited financial statements
included in the Company's 1998 Annual Report on Form 10-K.
The consolidated financial statements include the accounts of the Company's
subsidiaries, Exchange National Bank, Citizens State Bank and Trust Company,
Provident Bank, f.s.b., Peoples National Bank, The Farmers National Bank of
Oberlin, The First National Bank in Alma, The Farmers State Bank of Sabetha,
Peoples State Bank of Colby, The First State Bank and Trust Company, Citizens
Bank of Tulsa (the "Banks"), Midwest Capital Management, Inc., The Trust Company
and CompuNet Engineering, Inc. All significant intercompany balances and
transactions have been eliminated.
The December 31, 1998 consolidated balance sheet has been derived from the
audited financial statements. The consolidated balance sheet as of March 31,
1999, and the consolidated statements of earnings and cash flows for the three
months ended March 31, 1999 and 1998 are unaudited but include all adjustments
(consisting only of normal recurring adjustments) which the Company considers
necessary for a fair presentation of financial position and results of
operations for those periods. The Consolidated Statements of Earnings for the
three months ended March 31, 1999 is not necessarily indicative of the results
that will be achieved for the entire year.
1998 results have been restated to reflect the effects of two pooling of
interests acquisitions completed in the fourth quarter of 1998. Pro forma
results for 1998 include adjustments for income taxes related to Subchapter S
corporate earnings of Citizens Bank of Tulsa. Per share data for 1998 has been
restated to reflect a two for one stock split completed in May 1998.
2. Earnings per common share.
Basic earnings per share is based upon the weighted average number of
common shares outstanding during the periods presented. Diluted income per share
includes the effects of all dilutive potential common shares outstanding during
each period. The shares used in the calculation of basic and diluted income per
share for the three months ended March 31, 1999 and 1998 are shown below (in
thousands):
- --------------------------------------------------------------------------------
1999 1998
- --------------------------------------------------------------------------------
Weighted average common shares outstanding 17,182 16,212
Stock options 129 82
- --------------------------------------------------------------------------------
17,311 16,294
- --------------------------------------------------------------------------------
4
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3. Stock options.
On February 12, 1999, the Company granted options to certain officers and
employees of the Company and its subsidiaries to purchase a total of 130,700
shares of the Company's common stock at the closing price of the Company's
common stock on that date. These options vest over a five year period at 20
percent per year.
4. Subsequent Events.
On April 28, 1999, the Board of Directors declared a $.02 cash dividend on
common shares to stockholders of record as of May 14, 1999, payable on May 24,
1999.
5. Legal proceedings.
Between February 10, 1999 and March 22, 1999, Exchange National Bank was
served with 24 petitions filed on behalf of individuals who purchased
distributorships from an entity known as Parade of Toys, Inc. The petitions are
filed in the District Court of Johnson County, Kansas. They allege that the
defendants, including Exchange National Bank, were listed in trade reference
sheets provided to plaintiffs by Parade of Toys and that the defendants made
false and misleading misrepresentations on which plaintiffs relied to their
detriment. The petitions allege fraud, negligent misrepresentation, civil
conspiracy, and negligence. The damages claimed by each plaintiff range between
$17,900 and $37,900.
Exchange National Bank has learned, though it has not been served with
any petitions, that it has been named as a defendant in three additional actions
commenced on behalf of Parade of Toys distributors in the District Court of
Johnson County, Kansas. The three actions are brought by a total of 388
plaintiffs. On the advice of counsel and based upon a prior effort by these
plaintiffs to prosecute claims in federal court against Exchange National Bank,
Management expects that the damages claimed by each will average approximately
$20,000.
Exchange National Bank has filed answers denying any liability in the
24 cases in which it has been served. Exchange National Bank intends to defend
vigorously these and all additional claims filed against it by Parade of Toys
distributors.
The Company is from time to time involved in routine litigation
incidental to the conduct of its business. The Company believes that no such
routine pending litigation to which it is a party will have a material adverse
effect on its liquidity, financial condition or results of operations.
6. Comprehensive Income
Comprehensive income, as defined by Statement of Financial Accounting
Standards No. 130, "Reporting Comprehensive Income" was $ 3.085 million and $
3.076 million for the three months ended March 31, 1999 and 1998, respectively.
The difference between comprehensive income and net earnings presented in the
consolidated statements of earnings is attributed solely to unrealized gains on
available-for-sale securities.
5
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
OVERVIEW
The Company's net income was $3.1 million for the three months ended March
31, 1999, compared to net income of $2.8 for the three months ended March
31,1998, yielding an annualized return on average assets ("ROA") of 1.09% for
the three months ended March 31, 1999, compared to 1.07% for the three months
ended March 31, 1998. Return on average common stockholders' equity ("ROE") for
the three months ended March 31, 1999 and 1998 was 14.48% and 15.25%,
respectively. The earnings increase for the first quarter of 1999 over 1998 was
primarily due to the addition of five new subsidiaries: The Farmers State Bank
of Sabetha, Peoples State Bank of Colby, Tri-County National Bank, The Trust
Company and CompuNet Engineering, Inc. (the "Acquisitions") each accounted for
as purchases by the Company since March 31, 1998. Pro forma earnings for the
three months ended March 31, 1998 were $2.3 million when adjusted for income
taxes on Subchapter S corporate earnings of Citizens Bancorporation, Inc.,
which the Company acquired in 1998, yielding an annualized ROA of 1.07% and
ROE of 12.66%.
FINANCIAL CONDITION
Total assets were $1.1 billion at March 31, 1999, an increase of $36.2
million from December 31, 1998. Total average assets were $1.1 billion for the
three months ended March 31, 1999, compared to $975.9 million for the twelve
months ended December 31, 1998. Average interest-earning assets were $1.0
billion for the three months ended March 31, 1999 and $882.8 million for the
three months ended December 31, 1998. Assets increased $36 million during the
first quarter of 1999 due to one acquisition and internal growth. Loans grew $14
million during the first quarter of 1999 as a result of internal growth
primarily at Exchange National Bank's Leawood and Shawnee, Kansas locations.
The internal growth in net loans from December 31, 1998 to March 31, 1999,
was funded through an increase in deposits of $23 million. The allowance for
loan losses increased to $11.2 million at March 31, 1999 from $10.8 million at
December 31, 1998. The allowance represented 1.49% and 1.46% of total loans as
of March 31, 1999 and December 31, 1998, respectively.
RESULTS OF OPERATIONS
Net Interest Income
Total interest income for the three months ended March 31, 1999, was $20.6
million, a 22.9% increase over the three months ended March 31, 1998. Average
total earning assets increased $228.9 million or 28.4% for the three months
ended March 31, 1999, compared to the three months ended March 31, 1998. The
increase is primarily the result of loan growth at Exchange National Bank's
offices in Leawood and Shawnee, Kansas and the Acquisitions.
6
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Total interest expense for the first quarter of 1999 was 24.1% higher than
in the first quarter of 1998 as a result of a 30.0% increase in deposits and
other interest-bearing liabilities. Average total interest-bearing liabilities
increased by $216.3 million or 30.2% during the first quarter of 1999 compared
to March 31, 1998, primarily due to the Acquisitions and to the increased volume
in interest bearing deposits.
Net interest income was $9.7 million for the first three months ended March
31, 1999, compared to $8.0 million for the same period in 1998, an increase of
21.7%. This increase is attributable to significantly greater loan volumes
primarily originated from Exchange National Bank's Leawood and Shawnee, Kansas
locations and the Acquisitions. The Company's net interest margin decreased from
3.98% for the three months ended March 31, 1998 to 3.83% for the three months
ended March 31, 1999, as a result of lower yields on loans due to a drop in the
prime rate and increased competition.
Provisions for Loan Losses
The provision for loan losses for the three months ended March 31, 1999,
was $496,000, a decrease of $314,000, or 38.8% from the $810,000 provision
during the comparable 1998 period. The allowance for loan losses represented
1.49% and 1.42% of total loans as of March 31, 1999 and March 31, 1998,
respectively. The Company monitors its reserve for loan losses to total loans
ratio on a monthly basis in order to maintain a ratio within internally defined
guidelines of 1.15% to 1.65%.
Other Income
Other income for the three months ended March 31, 1999, increased $1.4
million, or 73.4% from the same period in 1998. This increase is primarily a
result of Acquisitions and increased service charges on deposit accounts.
Other Expense
Other expense increased by $2.2 million for the three months ended March
31, 1999, as compared to the same period in 1998. This increase was primarily
due to increased salaries and benefits expenses and other non interest expenses,
such as investor relations, professional fees, advertising, and acquisition
related expenses. Net occupancy expense increased primarily due to the
Acquisitions. The Company's overall efficiency ratio increased during the first
quarter of 1999 to 63.02% compared to 61.31% for the first quarter in 1998.
Income Tax Expense
Income tax expense for the three months ended March 31, 1999 and March 31,
1998 was $1.6 million and $698,000 respectively. The effective tax rates for
those periods were 34.9% and 19.9%, respectively. The 1998 figure does not
include taxes on the earnings of Citizens Bancorporation, Inc., formerly the
parent company of Citizens Bank of Tulsa and a Subchapter S corporation the
Company acquired in December 1998. Pro forma tax expense for the three months
ended March 31, 1998 if Citizens had not been a Subchapter S corporation would
have been $1.2 million yielding an effective tax rate of 33.5%.
7
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CAPITAL AND LIQUIDITY
At March 31, 1999, the Company's leverage, Tier 1 risk-based capital, and
total risk-based capital ratios were 8.62%, 12.14%, 13.52% respectively,
compared to minimum required levels of 4%, 8% and 4%, respectively. At March 31,
1999, the Company had risk-weighted assets of $ 819.9 million. On April 28,
1999, the Company's Board of Directors declared a quarterly dividend in the
amount of $.02 per common share.
The Company established a line of credit in the amount of $15 million with
a correspondent bank during the second quarter of 1998. Eleven million had been
drawn under the line as of April 30, 1999. On May 11, 1999, the Company's and
GBCI Capital Trust II's Form S-3 Registration Statement to register the issuance
of the Company's junior subordinated debentures to the Trust and the sale of up
to $40.25 million of the Trust's preferred securities was declared effective by
the SEC. The Company expects to complete the offering during May 1999 and the
securities will carry a tax deductible dividend (recognized by the Company as
interest expense) of 9.12%.
YEAR 2000
State of Readiness
In response to potential Year 2000 transition issues for computer and
environmental systems, the Company is actively addressing these issues as they
relate to the Company's subsidiaries and corporate systems. As with other
financial institutions, the Company engages in a significant amount of business
and reporting activity that depends on accurate date information, such as
interest and other calculations pertaining to loans, deposits, assets and
investments. The Company is taking steps to implement permanent solutions,
rather than waiting until potential problems develop. A task force began work on
identifying and assessing potential issues in 1997, and the Company is currently
evaluating hardware and software solutions. Appropriate resources are being
allocated for hardware systems and software, as needed, at each of the Company's
subsidiaries.
Year 2000 issues are also being addressed as they relate to the Company's
hardware, information processing systems, environmental systems and the
Company's vendors and customers. All of these issues are contained within the
Company's timeline for Year 2000 compliance. The Company's timeline for Year
2000 compliance schedules each material element of Year 2000 compliance within
regulatory guidelines. Present progress indicates that the Company will comply
with its timeline. The Company has completed the awareness and assessment phases
of its preparation for the year change from 1999 to 2000, has substantially
completed renovation and validation and has begun implementation.
Estimated Costs
Expenses associated with this issue are expensed as incurred. Management
expects to report periodically on its progress in addressing the Year 2000
transition and expects to be fully Year 2000 compliant within regulatory
guidelines. As of March 31, 1999, the Company had incurred approximately 75% of
its projected Year 2000 related expenses. The Company projects its actual
expenditures will be approximately $1,000,000. Included in this amount are items
such as computer hardware and software that may carry three to five year
depreciable lives.
Risks
As with other financial institutions, the Company engages in a significant
amount of business and reporting activity that depends on accurate date
information, such as interest and other calculations pertaining to loans,
deposits, assets and investments. As a result, Year 2000 problems could result
in a system failure or miscalculations that disrupt operations. The Company is
taking steps to implement permanent solutions, rather than waiting until
potential
8
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problems develop. Most of the Banks are scheduled to convert their core data
processing from their current providers to Bankline Midamerica, Inc. The Company
does not expect to convert any Banks later than the third quarter of 1999.
However, the Company plans to convert its most recently acquired banking
subsidiary, Citizens Bank of Tulsa, in the year 2000. The Company's schedule for
conversions was established prior to the acquisition of Citizens, and because
Citizens has already completed testing on its core data processing system and
expects no problems the Company does not plan to modify that schedule.
Management believes the Company's principal risk relating to Year 2000
issues lies in the potential inability of Bankline Midamerica's data processing
system to process date sensitive information involving the Year 2000. The
Company has tested the system and the results indicate the Company should expect
no problems. Although the Company does not expect Year 2000 issues to have a
material adverse affect on its internal operations, it is possible that Year
2000 issues could have a material adverse affect on (i) the Company's service
providers and their ability to service the Company; and (ii) the Company's
customers in the ability to continue to utilize the Company's services. The
cumulative effect of such problems, if they occur, could have a material adverse
effect on the Company.
Contingency Plans
The Company is uncertain whether possible Year 2000 noncompliance will have
a material effect on its operations, liquidity or financial position. The most
significant worst case scenario would involve Year 2000 noncompliance by
Bankline Midamerica, Inc., to whose data processing system the Banks
will convert. The Company is monitoring Bankline Midamerica Inc.'s progress
toward Year 2000 compliance, and has tested the system as described above.
The Company's subsidiaries have developed remediation contingency plans for
all mission-critical vendors. The remediation contingency plans contain
readiness dates by which the Company plans to validate year 2000 compliance. In
the event a particular vendor's readiness can not be validated by the readiness
date, the pertinent remediation contingency plan will be implemented.
Also, the Company's subsidiaries have developed business resumption
contingency plans. These plans are incorporated into or work in coordination
with each subsidiary's existing disaster recovery plan. The business resumption
issues relating directly to the year change from 1999 to 2000 are addressed in
these plans.
ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes to the Company's market risk from the
disclosure contained in the Company's 1998 annual report on form 10-K.
9
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PART II OTHER INFORMATION
ITEM 1: LEGAL PROCEEDINGS
Between February 10, 1999 and March 22, 1999, Exchange National Bank
was served with 24 petitions filed on behalf of individuals who purchased
distributorships from an entity known as Parade of Toys, Inc. The petitions are
filed in the District Court of Johnson County, Kansas. They allege that the
defendants, including Exchange National Bank, were listed in trade reference
sheets provided to plaintiffs by Parade of Toys and that the defendants made
false and misleading misrepresentations on which plaintiffs relied to their
detriment. The petitions allege fraud, negligent misrepresentation, civil
conspiracy, and negligence. The damages claimed by each plaintiff range between
$17,900 and $37,900.
Exchange National Bank has learned, though it has not been served with
any petitions, that it has been named as a defendant in three additional actions
commenced on behalf of Parade of Toys distributors in the District Court of
Johnson County, Kansas. The three actions are brought by a total of 388
plaintiffs. On the advice of counsel and based upon a prior effort by these
plaintiffs to prosecute claims in federal court against Exchange National Bank,
Management expects that the damages claimed by each will average approximately
$20,000.
Exchange National Bank has filed answers denying any liability in the
24 cases in which it has been served. Exchange National Bank intends to defend
vigorously these and all additional claims filed against it by Parade of Toys
distributors.
The Company is from time to time involved in routine litigation
incidental to the conduct of its business. The Company believes that no such
routine pending litigation to which it is a party will have a material adverse
effect on its liquidity, financial condition or results of operations.
ITEM 2: CHANGES IN SECURITIES AND USE OF PROCEEDS
None
ITEM 3: DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS
On April 28, 1999, the Company held its Annual Meeting of Stockholders. The
following items were submitted for consideration by the stockholders.
Item 1 - Election of Directors
Three Class III directors, Michael W. Gullion, William Wallman
and William R. Hagman, Jr., were elected at the Annual Meeting for
terms expiring in 2002. Voting results were as follows:
10
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15,794,262 votes or 91.9% FOR
41,015 votes or 0.2% AGAINST
0 votes or 0% ABSTAINED
1,346,341 votes or 7.9% UNVOTED
Class I Directors continuing in office are Malcolm M. Aslin,
Keith E. Bouchey and William F. Wright. Class I directors' terms
expire in 2000.
Class II Directors continuing in office are D. Michael Browne and
Allen D. Petersen. Class II Directors' terms expire in 2001.
Item 2 - Approval of an amendment to the Restated Articles of
Incorporation, as amended, to increase the authorized number of shares of
capital stock. Item 2 was approved with the following voting results.
15,323,710 votes or 89.2% FOR
434,893 votes or .3% AGAINST
76,673 votes or .1% ABSTAINED
1,346,342 votes or 10.4% UNVOTED
Item 3 - Ratification of appointment of independent auditors. The Audit
Committee recommended the reappointment of KPMG LLP as the independent auditors
for Company. Item 3 was approved with the following voting results:
15,712,897 votes or 91.4% FOR
108,450 votes or .6% AGAINST
13,930 votes or .1% ABSTAINED
1,346,341 votes or 7.9% UNVOTED
ITEM 5: OTHER INFORMATION
None
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS REQUIRED TO BE FILED BY ITEM 601 OF REGULATION S-K
27. Financial Data Schedule
(b) REPORTS ON FORM 8-K
None
11
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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 thereunto duly authorized.
GOLD BANC CORPORATION, INC.
Date: May 14, 1999 By: /s/ Keith E. Bouchey
Keith E. Bouchey
Executive Vice President,
Chief Financial Officer,
and Corporate Secretary
(Authorized officer and principal financial officer of the registrant)
12
<TABLE> <S> <C>
<ARTICLE> 9
<CIK> 0001015610
<NAME> GOLD BANC CORPORATION, INC.
<MULTIPLIER> 1
<CURRENCY> U.S. Dollars
<S> <C>
<PERIOD-TYPE> 3-mos
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<EXCHANGE-RATE> 1
<CASH> 31,230
<INT-BEARING-DEPOSITS> 6,466
<FED-FUNDS-SOLD> 63,016
<TRADING-ASSETS> 4,371
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0
0
<COMMON> 17,182
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<INTEREST-DEPOSIT> 9,401
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<ALLOWANCE-CLOSE> 11,154
<ALLOWANCE-DOMESTIC> 11,154
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
