GOLD BANC CORP INC, POS AM, 1999-06-03

GOLD BANC CORP INC
POS AM, 1999-06-03
NATIONAL COMMERCIAL BANKS

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As filed with the Securities and Exchange Commission on June 3, 1999.

Registration No. 333-65539
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

--------------

POST-EFFECTIVE AMENDMENT
NO. 2 ON
FORM S-3
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 48-1008593
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

11301 Nall Avenue
Leawood, Kansas 66211
(913) 451-8050
(Address, including zip code, and telephone number, including area code of
Registrant's principal executive office)

MICHAEL W. GULLION
Chief Executive Officer
Gold Banc Corporation, Inc.
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. MICHAEL M. STEWART, ESQ. STEVEN KAPLAN, ESQ.
Blackwell Sanders Peper Crowe & Dunlevy, a Arnold & Porter
Martin LLP Professional Thurman Arnold Building
Two Pershing Square Corporation 555 Twelfth Street, N.W.
2300 Main Street, Suite 1800 Mid-America Tower Washington, D.C. 20004-
1000 20 North Broadway 1202
Kansas City, Missouri Oklahoma City, Oklahoma (202) 942-5998
64108 73102-8273 Fax: (202) 942-5999
(816) 983-8153 (405) 235-7747
Fax: (816) 983-9153 Fax: (405) 272-5238

Approximate date of commencement of proposed sale to the public: As soon as
possible after the Registration Statement becomes effective.
If the only securities being registered on this Form are to be offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]

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EXPLANATORY NOTE

Gold Banc Corporation, Inc. (the "Registrant") hereby amends its
Registration Statement on Form S-4 (File No. 333-65539) (the "Form S-4"), by
filing this Post-Effective Amendment No. 2 on Form S-3 to the Form S-4 relating
to 3,920,292 shares of the Registrant's common stock, par value $1.00. All
shares covered hereby were received by the former stockholders of Citizens
Bancorporation, Inc. (the "Selling Stockholders") in connection with the merger
of Citizens with and into a wholly-owned subsidiary of the Registrant. Such
shares were previously registered on the Form S-4 and are being transferred to
this Post-Effective Amendment No. 2 on Form S-3 to the Form S-4 pursuant to the
provisions of Rule 401(e) and the procedure described therein. All filing fees
payable in connection with the registration of these securities were previously
paid by the Registrant in connection with the filing of the Form S-4.

This Registration Statement contains two forms of prospectus. One prospectus
will be used in connection with an underwritten offering of 751,045 shares
(plus up to 112,655 shares covered by the underwriter's over-allotment option)
by certain Selling Stockholders (the "Underwritten Prospectus") and one to be
used in connection with a non-underwritten offering of up to 3,056,592 shares
from time to time by the remaining Selling Stockholders (the "Non-Underwritten
Prospectus"). The Underwritten Prospectus and the Non-Underwritten Prospectus
will be identical in all respects except that they will contain different front
and back cover pages and different information appearing under the following
headings:

. Prospectus Summary--The Offering;

. Selling Stockholders;

. Underwriting (replaced by Plan of Distribution in the Non-Underwritten
Prospectus); and

. Legal Matters.

The Underwritten Prospectus is included herein and is followed by those
pages to be used in the Non-Underwritten Prospectus which differ from those in
the Underwritten Prospectus. Each of the pages for the Non-Underwritten
Prospectus included herein are labeled "Alternate Page for Non-Underwritten
Prospectus."
<PAGE>

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information in this prospectus is not complete and may be changed. We may +
+not sell these securities until the registration statement filed with the +
+Securities and Exchange Commission is effective. This prospectus is not an +
+offer to sell these securities and it is not soliciting an offer to buy these +
+securities in any state where the offer or sale is not permitted. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
Preliminary Prospectus
Subject to Completion--Dated June 3, 1999

751,045 Shares
Gold Banc Corporation, Inc.

Common Stock

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Listed on: Nasdaq National Market
Trading Symbol: GLDB
Closing price on June , 1999: $

-----------

Certain stockholders of Gold Banc Corporation, Inc. propose to sell
shares of Gold Banc Corporation, Inc. common stock

Consider Gold Banc Corporation, Inc.--
carefully the . We are a multi-bank holding
"risk factors" company that offers, through
beginning on our subsidiaries, a full range
page 8 in this of community banking and
prospectus. related financial services to
customers in Kansas, Oklahoma
Neither the and Missouri.
Securities and
Exchange . We will not receive any
Commission nor proceeds from the sale of
any state these shares.
securities . We will pay all expenses other
commission has than those paid by the selling
approved or stockholders.
disapproved of
these securities . We will indemnify the selling
or passed upon stockholders and the
the adequacy or underwriter against certain
accuracy of this liabilities.
prospectus. Any
representation Selling Stockholders--
to the contrary . The selling stockholders may
is a criminal sell 751,045 shares and have
offense. granted the underwriter an
option to purchase up to
Our common stock 112,655 additional shares to
is not a deposit cover over-allotments.
account of any
bank, and is not . The selling stockholders will
insured to any pay:
extent by the (a) all underwriting fees,
Federal Deposit discounts or commissions;
Insurance
Corporation or (b) any fees and expenses in
any other excess of $1,500 (per
governmental amendment or supplement) in
agency. order to amend or supplement
the registration statement
The underwriter or prospectus to reflect
is offering the donees or pledgees;
shares of common
stock subject to (c) any expenses to conduct
prior sale, sales efforts; and
when, as and if (d) their own counsel's fees.
delivered to and
accepted by the . The selling stockholders are
underwriter. The named individually in this
underwriter has prospectus.
the right to
reject orders in . The selling stockholders will
whole or in indemnify us and the
part. The underwriter against certain
underwriter liabilities.
expects that the
selling
stockholders
will deliver
certificates
representing the
common stock,
against payment
against the
certificates, on
or about
, 1999
at the offices
of Advest, Inc.,
New York, New
York.

<TABLE>
<CAPTION>
Price to Public Underwriting Discount Proceeds to Selling Stockholders
--------------- --------------------- --------------------------------
<S> <C> <C> <C>
Per Share............... $
Total................... $
</TABLE>

The selling stockholders have granted the underwriter an option to purchase
up to 112,655 additional common shares at the price to public less underwriting
discounts and commissions solely to cover over-allotments, if any. If the
underwriter exercises such option in full, the total price to public,
underwriting discount and commissions and proceeds to the selling stockholders
will be $ , $ and $ , respectively.

We, along with the selling stockholders, have agreed to indemnify the
underwriter against certain liabilities, including certain liabilities under
the Securities Act of 1933. See "Underwriting." The proceeds to the selling
stockholders are before the deduction of offering expenses payable by the
selling stockholders that we estimate will be approximately $5,000.

Advest, Inc.

Prospectus dated June , 1999
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MAP

JOHNSON COUNTY, TULSA, PITTSBURG, ST. JOSEPH,
KANSAS OKLAHOMA KANSAS MISSOURI

(SHAWNEE AND Growing city of University-based Regional business
LEAWOOD) Suburb 760,000 people. economy and hub serving
of Kansas City Diversified regional trade northwest
and a county that economy, strong center for Missouri. Solid
has one of the in technology and southeast Kansas. economy with core
country's aviation. Firm strength in
fastest-growing Southeastern manufacturing manufacturing.
business sectors. Tulsa hosts base and small Metropolitan area
Population of thousands of business population of
417,000 and ranks small businesses. community. County 97,000.
in the top 1% of population of
counties in the 36,000 plus 6,400
nation in per students.
capita income
(based on 1996
Census Bureau
statistics).

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PROSPECTUS SUMMARY

This summary does not contain all of the information that may be important
to you. You should carefully read this prospectus, and all other information
that is incorporated by reference into this prospectus, in its entirety before
you decide to invest in our common stock.

Gold Banc Corporation, Inc.

Overview

We provide a full-range of community banking and related financial services
at 28 locations in Kansas, Oklahoma and Missouri. As a multi-bank holding
company, we own nine commercial banks, one federal savings bank, an investment
advisory company, a trust company, a computer services business and an
insurance agency. Since December 1978, we have grown internally and through
acquisitions from a one bank holding company with $2.9 million in total assets
to a bank holding company with ten banks and four non-bank subsidiaries, with
$1.1 billion in total assets at March 31, 1999. A significant amount of our
growth occurred in 1998, during which we acquired 6 banks operating in 13
locations with $514.7 million in total assets. Our growth has been based on a
community banking strategy, which we believe our customers value because it
combines a focus on local communities with the breadth in product and service
offerings of a larger bank.

Community Banking Strategy

Our strategy is to build responsive community banking offices with local
decision making authority. To implement this strategy, each of our subsidiary
banks maintains its own distinct local identity, complete with local decision
makers who are empowered, with certain limitations, to make credit decisions.

We view each subsidiary bank president as the head of a financial services
center, where a primary focus is serving small to medium-sized businesses and
their owner-operators. These customers value one-stop shopping which we offer
through our bank subsidiaries. More than 80 percent of our loans in Johnson
County, Kansas and Tulsa, Oklahoma (our two largest markets) are provided to
local businesses. Each subsidiary bank maintains a local board of directors
that helps support the vital role our subsidiary banks play in identifying and
fulfilling the different needs of locally owned businesses in their respective
communities.

One of our goals is to create a more efficient organization within the
framework of our community banking philosophy. While each of our subsidiary
banks operates separately, we are centralizing certain management and
administrative functions, including data processing, human resources and
regulatory administration, in order to take advantage of economies of scale.
Following our acquisition of CompuNet Engineering, Inc. in the first quarter of
1999, CompuNet will administer our consolidated back office operations,
including the operation of our data and call centers for all of our subsidiary
banks. We also provide direction for our subsidiary banks in areas of budget,
asset/liability and investment portfolio management and credit review. We feel
centralizing these functions, which involve little contact with our customers,
will allow us to run our business more efficiently, help lower our operating
expenses and enable our bank employees to focus on customer service and
community involvement.

Geographic Growth into Metropolitan Areas

While we continue to operate in select county seat towns, our market
strategy increasingly focuses on larger growing suburbs and cities and on
serving the thousands of small-to-medium-sized businesses and their owner
operators located in these communities that are responsible for driving much of
this growth. Reflective

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of our increasing focus on vibrant metropolitan markets, as of December 31,
1998, approximately 58 percent of our assets were deployed in four markets
which support a large base of small-to-medium sized businesses:

. Johnson County, Kansas;

. Tulsa, Oklahoma;

. Pittsburg, Kansas; and

. St. Joseph, Missouri.

We believe that a recent wave of acquisitions of local banks in these
communities by larger, more regional competitors and the conversion of these
bank franchises to branch locations of much larger entities which has resulted
in the elimination of local decision making have caused a number of customers
of these locations to become dissatisfied. This has created an opportunity for
us to attract and retain loan customers whose businesses require flexibility
and responsiveness in lending decisions and a more personalized banking
relationship.

Growth into Non-Bank Services

In addition to our growth in assets, deposits and geographic locations, we
have also expanded our product and service offerings. We provide more than
traditional deposit accounts and loans. Since the beginning of 1998, we have
added three non-bank businesses to further our objective of becoming a complete
financial services provider for small-to-medium sized businesses and their
owner operators and other customers. We now offer:

. Investment management and retail brokerage services through Midwest
Capital Management, Inc.;

. Business and personal insurance through Gold Banc Financial Services,
Inc.; and

. Trust services and employee benefit accounts, including 401(k) plans,
through The Trust Company.

In addition, through our acquisition of CompuNet, we now offer certain
technology services to financial institutions and other businesses. CompuNet
designs, implements, integrates and administers local and wide area computer
networks and also provides such technology services as Y2K compliance support,
Internet solutions and video conferencing.

Growth into New Technology

We continue to employ new technologies to serve and retain customers.
Through the use of two-way videoconferencing, our bank customers have the
opportunity to visit one-on-one with our non-bank professionals while in the
familiar convenience of their own local bank. During the second quarter of 1999
we expect to premier our Internet banking system which, in addition to our
Interactive Voice Response telephone system, allows our bank customers
convenient 24-hour remote access to their account information. We believe these
services are important to certain of our banking customers, including small-
business owners, and provide an opportunity to strengthen and develop
relationships with these customers.

Growth through Acquisitions

In addition to internal growth, we will continue to look for opportunities
to grow through acquisitions of community banks or non-bank providers of
financial services located in:

. metropolitan areas and county seat towns in the Midwest (primarily in
Kansas, Oklahoma and Missouri, but also in other contiguous states), and

. other metropolitan areas outside the Midwest where we believe our
strategy and operating philosophy can be successful.

We believe that there will continue to be owners of small community banks that
will be interested in selling their banks to an organization such as ours that
has strong capital, a broad array of products and services,

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management talent, and a commitment to retaining the local identities of its
subsidiaries. Other reasons that banks may continue to be willing to sell are a
lack of liquidity in the stock of the company and an increasing cost associated
with upgrading technology and maintaining compliance with bank regulations. We
will continue to look to acquire banks with strong existing management teams so
that our strategies can be implemented within the existing management
structures, boards of directors and bank charters that are in place at these
banks. Consistent with our growth strategy, we are regularly analyzing
acquisition opportunities and negotiating potential acquisitions. Currently, we
have not entered into any definitive agreements.

Recent Developments

On May 17, 1999, GBCI Capital Trust II, a Delaware business trust, issued
$35,000,000 of 9.12% preferred securities in a public offering lead-managed by
the underwriter. On June 3, 1999, the underwriters for this offering exercised
an option to purchase an additional $2,550,000 of 9.12% preferred securities to
cover over allotments. The trust invested the proceeds of the offering in our
9.12% junior subordinated deferrable interest debentures. We will use the net
proceeds from the issuance of our debentures to finance growth, repay
approximately $11.0 million of corporate indebtedness and for general corporate
purposes.

Our principal executive office is located at 11301 Nall Avenue, Leawood,
Kansas 66211, and our telephone number is (913) 451-8050.

The Offering

The Securities being
Offered.................. 751,045 shares of common stock.

Shares of Common Stock
Outstanding Before the
Offering................. 17,181,618 shares.

Shares of Common Stock
Outstanding After the
Offering................. 17,181,618 shares.

The Estimated Net
Proceeds to Selling
Stockholders............. Approximately $ million. Assumes the
underwriter does not exercise the over-allotment
option to purchase up to 112,655 additional shares.

Dividends on Our Common
Stock.................... Since the second quarter of 1997, we have paid
quarterly cash dividends on the shares of our
common stock. See "Price Range of Common Stock and
Dividends."

The Use of Proceeds....... We will not receive any of the proceeds from the
sale of common stock being offered by this
prospectus.

Nasdaq National Market
Symbol................... Our common stock is quoted on the Nasdaq National
Market under the symbol "GLDB."

Risk Factors

Before purchasing the securities offered by this prospectus you should
carefully consider the "Risk Factors" beginning on page 8.

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SELECTED CONSOLIDATED FINANCIAL DATA

The following is our selected consolidated financial information. This
information has been restated to include acquisitions accounted for as poolings
of interests and per share information has been restated to reflect a two-for-
one stock split of our common stock in 1998. You should read this selected
consolidated financial information in conjunction with our consolidated
financial statements and notes that appear in our Annual Report on Form 10-K
for 1998 and our Quarterly Report on Form 10-Q for the quarter ended March 31,
1999 that are incorporated by reference into this prospectus. See
"Incorporation of Certain Documents by Reference." Financial data for the three
months ended March 31, 1999 and 1998, are unaudited. In the opinion of our
management, all adjustments (consisting only of normal recurring accruals)
necessary for a fair presentation have been included. The data for the three
months ended March 31, 1999, are not necessarily indicative of what our results
of operations will be for the year ending December 31, 1999, or for any other
period.

<TABLE>
<CAPTION>
At and for the
Three Months Ended
March 31, At or for the Years Ended December 31,
-------------------- --------------------------------------------------
1999 1998 1998 1997 1996 1995 1994
---------- -------- ---------- -------- -------- -------- --------
(In thousands, except per share data and ratios)
<S> <C> <C> <C> <C> <C> <C> <C>
Selected Results of
Operations
Interest income........ $ 20,646 $ 16,795 $ 75,196 $ 55,531 $ 44,652 $ 37,356 $ 32,173
Interest expense....... 10,960 8,834 39,588 27,975 24,282 20,123 17,788
Net interest income.... 9,686 7,961 35,608 27,556 20,370 17,233 14,385
Provision for loan
losses................ 496 810 2,781 2,130 1,262 1,812 581
Non-interest income.... 3,311 1,910 8,778 4,753 4,179 3,322 917
Non-interest expense... 7,770 5,552 28,079 17,478 16,047 14,118 10,156
Net income (1)......... 3,082 2,333 9,122 8,295 4,906 3,105 3,132
Per Share Data
Net income (basic and
diluted) (1).......... $ 0.18 $ 0.14 $ 0.55 $ 0.54 $ 0.45 $ 0.30 $ 0.29
Book value............. 5.04 4.58 4.88 4.19 3.47 2.69 2.23
Cash dividend (2)...... 0.020 0.015 0.075 0.045 -- -- --
Selected Balance Sheet
Data
Total assets........... $1,147,597 $891,071 $1,111,356 $824,464 $632,561 $532,044 $453,065
Loans, net of unearned
income................ 737,033 583,571 723,364 545,531 408,258 321,866 271,148
Allowance for loan
losses................ 11,154 8,398 10,752 7,736 5,322 4,486 3,678
Investment securities.. 241,105 193,348 229,520 164,534 148,637 140,984 138,967
Goodwill............... 17,061 8,189 13,328 3,205 3,257 3,409 --
Deposits............... 950,085 746,328 926,687 697,163 549,507 466,327 391,514
Long-term debt......... 78,994 44,214 78,708 35,174 7,074 14,973 14,631
Stockholders' equity... 86,553 75,387 83,811 66,566 53,120 28,875 24,479
Performance Ratios (3)
Return on average
assets (1)............ 1.09% 1.07% 0.93% 1.13% 0.85% 0.65% 0.74%
Return on average
equity (1)............ 14.48% 12.66% 11.59% 13.07% 13.63% 10.93% 13.47%
Efficiency ratio....... 63.02% 61.51% 67.50% 58.34% 69.80% 75.08% --
Net interest margin.... 3.83% 3.98% 4.11% 4.14% 3.95% 3.99% 3.83%
Net interest spread.... 3.37% 3.43% 3.67% 3.58% 3.52% 3.56% 3.45%
Dividend payout (2).... 11.11% 10.71% 10.56% 7.03% -- -- --
Asset Quality Ratios
Allowance for loan
losses to non-
performing loans...... 516.63% 510.52% 290.59% 673.28% 752.76% 227.02% 361.65%
Net charge-offs to
average loans......... 0.01% 0.17% 0.21% 0.10% 0.12% 0.34% 0.05%
Allowance for loan
losses to total loans. 1.49% 1.42% 1.46% 1.40% 1.29% 1.37% 1.34%
Capital Ratios
Tier 1 risk-based
capital ratio (4)..... 12.14% 14.71% 12.03% 14.11% 13.59% 6.93% 7.67%
Total risk-based
capital ratio (4)..... 13.52% 20.19% 13.42% 15.41% 14.85% 8.19% 8.94%
Leverage ratio......... 8.62% 10.58% 8.80% 11.00% 8.14% 5.27% 5.14%
</TABLE>
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(1) Net earnings and earnings per share in 1998 and 1997 of $9,122 and $8,295
and $0.55 and $0.54, respectively, include pro forma adjustments for income
taxes on the earnings of Citizens Bancorporation, Inc., a Subchapter S
corporation we acquired in 1998. Actual earnings and earnings per share
unadjusted for income taxes on Citizens' earnings for 1998 and 1997, were
$11,919 and $9,874 and $0.71 and $0.64,

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respectively. Additionally, the return on average assets and return on
average equity ratios are shown on a proforma basis to reflect an
adjustment for income taxes on Citizens' earnings for 1998 and 1997.
Returns on average assets for 1998 and 1997 on an actual basis were 1.22%
and 1.35%, respectively. Returns on an average equity for 1998 and 1997 on
an actual basis were 15.14% and 15.56%, respectively. For the quarter ended
March 31, 1998, adjusting for income taxes on Citizens' earnings, actual
earnings and earnings per share were $2,811 and $0.17, respectively. Return
on average assets and return on average equity for the first quarter of
1998, adjusting for income taxes on Citizens' earnings, were 1.29% and
15.25%, respectively.
(2) Prior to the second quarter of 1997, we had not paid cash dividends on
shares of our common stock. The dividends paid and dividend payout ratio
do not reflect a restatement of dividends paid prior to 1998 by entities
we acquired in pooling of interests transactions in 1998.
(3) Ratios are annualized where appropriate.
(4) Tier 1 risk-based and total risk-based capital ratios for the years ended
1996, 1995 and 1994 are not restated to reflect subsidiaries we acquired
in pooling of interests transactions in 1998.

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RISK FACTORS

You should carefully consider the following risk factors before purchasing
the common stock offered by this prospectus. This prospectus contains forward-
looking statements that involve risk and uncertainties. You can identify these
forward-looking statements because they may include terms such as "believes,"
"anticipates," "intends," "expects," or similar expressions, and may include
discussions of future strategy. We caution you not to rely unduly on any
forward-looking statements in this prospectus. Our actual results could differ
materially from the forward-looking statements. The risk factors described
below could cause or contribute to these differences and apply to all forward-
looking statements wherever they appear in this prospectus. However, there
could be other factors not listed below that may affect us. We may not update
these risk factors or publicly announce revisions to forward-looking statements
contained in this prospectus.

We depend primarily on any dividends we may receive from our subsidiaries to
pay dividends on our common stock, if any.

We are a separate legal entity from our subsidiaries and do not have
significant operations of our own. We depend primarily on any dividends we
receive from our subsidiaries, which may be limited by statute and regulations,
and our cash and liquid investments, to pay dividends on our common stock, if
any. Even if our subsidiaries are able to generate sufficient earnings to pay
dividends to us, there is no assurance that their respective Boards of
Directors might not decide to retain a greater portion of their earnings to
maintain existing capital or achieve additional capital necessary in light of
the financial condition, asset quality or regulatory requirements of the
subsidiaries and other business considerations.

We currently have two subsidiaries that have an aggregate liquidation amount
of $63.75 million of trust preferred securities outstanding. The subsidiaries
invested the proceeds from the sale of the trust preferred securities in a like
amount of our junior subordinated deferrable interest debentures. We have the
right to defer interest payments on the debentures. If we defer interest
payments on the debentures, we will be prohibited, subject to certain
exceptions, from declaring or paying cash dividends on our common stock or our
debt securities that rank equally with the debentures, until we pay all
deferred amounts on the debentures.

It may be difficult for us to maintain our rapid growth.

We have completed several acquisitions in the past few years that have
significantly enhanced our rate of growth. We cannot be certain that we will
continue to sustain this rate of growth or grow at all. Competition for
suitable acquisition candidates is intense. We are targeting acquisition
candidates, particularly in the metropolitan and suburban areas, that a variety
of larger financial institutions are also interested in acquiring. We have
reviewed potential acquisition candidates and held preliminary discussions with
several of these candidates. We cannot assure you that any of these discussions
will be successful. As a result, we may not be successful in identifying
acquisition candidates or be able to acquire banks and businesses on terms we
feel are favorable.

The rural market areas we now serve afford limited, if any, opportunities
for growth. We believe future growth in our earnings will depend, in addition
to acquisitions, on our growth in the metropolitan and suburban market areas
where we have branches. The financial institutions in these metropolitan and
suburban areas also compete intensely for assets and deposits. This competition
may adversely affect our ability to grow our asset and deposit base profitably.

We may experience difficulties in managing our growth.

As part of our general strategy, we may continue to acquire banks and
businesses that we believe provide a strategic fit with our business. To the
extent that we do grow, we cannot assure you that we will be able to

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adequately and profitably manage such growth. Acquiring other banks and
businesses will involve risks commonly associated with acquisitions, including:

. potential exposure to liabilities of banks and businesses we acquire;

. difficulty and expense of integrating the operations and personnel of
banks and businesses we acquire;

. potential disruption to our business;

. potential diversion of our management's time and attention;

. impairment of relationships with and the possible loss of key employees
and customers of the banks and businesses we acquire; and

. incurrence of amortization expense if we account for an acquisition as a
purchase and dilution to our stockholders if we use our common stock as
consideration for the acquisition.

The loss of certain key personnel could adversely affect our operations.

Our success depends in large part on the retention of a limited number of
key persons, including:

. Michael W. Gullion, our Chairman and Chief Executive Officer;

. Malcolm M. Aslin, our President and Chief Operating Officer;

. Keith E. Bouchey, our Executive Vice President, Chief Financial Officer
and Corporate Secretary; and

. Joseph F. Smith, our Executive Vice President and Chief Technology
Officer.

We will likely undergo a difficult transition period if we lose the services
of any or all of these individuals. In recognition of this risk, we own and are
the beneficiary of an insurance policy on the life of Mr. Gullion providing
death benefits of $1.5 million and have entered into employment agreements with
Messrs. Gullion, Aslin, Bouchey and Smith.

We also place great value on the experience of the presidents of our
subsidiaries and the branches of our subsidiaries and on their relationships
with the communities they serve. The loss of these key persons could negatively
impact the affected banking locations. There is no assurance we will be able to
retain our current key personnel or attract additional qualified key persons as
needed.

Changes in the local economic conditions could adversely affect our loan
portfolio.

Our success depends to a certain extent upon the general economic conditions
of the local markets that we serve. Unlike larger banks that are more
geographically diversified, we provide banking and financial services to
customers in those markets in Kansas, Oklahoma and Missouri, including a number
of rural markets, where our subsidiary banks operate. Our commercial, real
estate and construction loans, and the ability of the borrowers to repay these
loans and the value of the collateral securing these loans, are impacted by the
local economic conditions. In the rural markets we serve, the predominant
economic sector is agriculture. Changes in the agricultural economy may have an
impact on our results of operations and financial condition. We cannot assure
you that favorable economic conditions will exist in such markets.

Our allowance for loan losses may not be adequate to cover actual loan losses.

As a lender, we are exposed to the risk that our customers will be unable to
repay their loans according to their terms and that any collateral securing the
payment of their loans may not be sufficient to assure repayment. Credit losses
are inherent in the lending business and could have a material adverse effect
on our operating results. Our credit risk with respect to our real estate and
construction loan portfolio relates principally to the general creditworthiness
of individuals and the value of real estate serving as security for the
repayment of loans. Our credit risk with respect to our commercial and consumer
installment loan portfolio relates principally to the general creditworthiness
of businesses and individuals within our local markets.

9
<PAGE>

We make various assumptions and judgments about the collectability of our
loan portfolio and provide an allowance for potential losses based on a number
of factors. If our assumptions are wrong, our allowance for loan losses may not
be sufficient to cover our loan losses. We may have to increase the allowance
in the future. Material additions to our allowance for loan losses would
decrease our net income.

We may be unable to manage interest rate risks that could reduce our net
interest income.

Like other financial institutions, our results of operations are impacted
principally by net interest income which is the difference between interest
earned on loans and investments and interest expense paid on deposits and other
borrowings. We cannot predict or control changes in interest rates. Regional
and local economic conditions and the policies of regulatory authorities,
including monetary policies of the Federal Reserve, affect interest income and
interest expense. While we continually take measures intended to manage the
risks from changes in market interest rates, changes in interest rates can
still have a material adverse effect on our profitability.

We cannot predict how changes in technology will impact our business.

The financial services market, including banking services, is increasingly
affected by advances in technology, including developments in:

. telecommunications;

. data processing;

. automation;

. Internet-based banking;

. telebanking; and

. debit cards and so-called "smart cards."

Our ability to compete successfully in the future will depend on whether we
can anticipate and respond to technological changes. To develop these and other
new technologies we will likely have to make additional capital investments.
Although we continually invest in new technology, we cannot assure you that we
will have sufficient resources or access to the necessary proprietary
technology to remain competitive in the future.

The banking business is highly competitive.

We operate in a competitive environment. In the metropolitan and suburban
areas in which we compete, other commercial banks, savings and loan
associations, credit unions, finance companies, mutual funds, insurance
companies, and brokerage and investment banking firms and other financial
intermediaries offer similar services. We also face competition in our rural
markets. Many of these competitors have substantially greater resources and
lending limits and may offer certain services our subsidiary banks and
businesses do not currently provide. In addition, some of the nonbank
competitors are not subject to the same extensive regulations that govern our
subsidiary banks and businesses. Our profitability depends upon the ability of
our subsidiaries to compete in our primary market areas.

Our operations may be adversely affected if we, or certain persons with whom we
do business, fail to adequately address the Year 2000 issue.

Certain of our older computer programs identify years with two digits
instead of four. If not remedied, this is likely to cause problems because
these programs may recognize the year 2000 as the year 1900. As with other
financial institutions, we engage in a significant amount of business and
reporting activity that depends on accurate date information, such as
calculation of 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 our operations. We continue to
address these issues as they relate to our subsidiaries and corporate systems
and are in the implementation phase of our preparations for the year change
from 1999 to 2000.

10
<PAGE>

The process of remediating, the costs of remediating or failing to remediate
Year 2000 issues may be more burdensome than we anticipate. In addition, it is
possible that Year 2000 issues could have a material adverse affect on:

. our service providers and their ability to provide us services, including
Bankline MidAmerica, Inc. which provides a data processing system that
most of our subsidiary banks have converted to or are scheduled to
convert to before December 31, 1999, and

. our customers, their businesses, and their ability to repay loans.

The cumulative effect of such problems, if they occur, could adversely
effect our operations. For a more detailed discussion of our Year 2000
initiatives see the disclosures under "Year 2000 Initiatives" in our annual
report on Form 10-K for the year ended December 31, 1998 and under "Year 2000"
in our quarterly report on Form 10-Q for the quarter ended March 31, 1999,
which have been incorporated by reference into this prospectus.

We are subject to extensive regulation.

The banking industry is heavily regulated under both federal and state law.
These regulations are primarily intended to protect depositors and the Federal
Deposit Insurance Corporation, not our creditors or stockholders. Our nonbank
subsidiaries are also subject to the supervision of the Federal Reserve Board,
in addition to other regulatory and self-regulatory agencies including the
Securities and Exchange Commission, the National Association of Securities
Dealers, and state securities and insurance regulators. Regulations affecting
banks and financial services businesses are undergoing continuous change, and
the ultimate effect of such changes cannot be predicted. Regulations and laws
may be modified at any time, and new legislation may be enacted that affects
us, our subsidiary banks or our nonbank subsidiaries. We cannot assure you that
such modifications or new laws will not adversely affect us.

Certain provisions of our articles of incorporation and bylaws and Kansas law
may discourage takeover attempts that you may deem to be in your best
interests.

Certain provisions of our articles of incorporation and bylaws, certain
powers of our Board of Directors and certain sections of the corporate law of
Kansas may discourage takeover attempts not first approved by our Board of
Directors, including takeovers that certain stockholders may deem to be in
their best interests. These provisions and powers of our Board of Directors
could:

. delay or prevent the removal of incumbent directors or the assumption of
control by stockholders, even if such removal or assumption of control
would be beneficial to stockholders; and

. discourage or make more difficult a merger, tender offer or proxy
contest, even if such events would be beneficial in the short term, to
the interests of stockholders.

In addition, our Board of Directors has authority to issue up to 50,000,000
shares of preferred stock in one or more series and to fix preferences, rights
and limitations of any such series without stockholder approval. This ability
to issue preferred stock could have the effect of discouraging unsolicited
acquisition proposals or making it more difficult for a third party to gain
control of us, or otherwise could adversely affect the market price of our
common stock.

Our subsidiary banks may be forced to pay for any losses the Federal Deposit
Insurance Corporation incurs if it provides assistance to any of our other
subsidiary banks.

Federal law contains a "cross guarantee" provision that could require any of
our insured subsidiary banks to pay for losses incurred by the Federal Deposit
Insurance Corporation if it provides assistance to another of our insured
subsidiary banks or in the event a subsidiary bank fails. If another of our
subsidiary banks is assessed for any assistance the Federal Deposit Insurance
Corporation may provide, such assessment could materially effect that
subsidiary bank's financial condition as well as ours.

11
<PAGE>

USE OF PROCEEDS

We will not receive any of the proceeds from the sale of the common stock
being offered by the selling stockholders by this prospectus. The selling
stockholders will receive all of the proceeds from the sale of the common stock
offered by this prospectus.

PRICE RANGE OF COMMON STOCK AND DIVIDENDS

Our common stock, par value $1.00 per share, trades on the Nasdaq National
Market System tier of The Nasdaq Stock Market under the symbol "GLDB."

Information relating to the market prices of our common stock and cash
dividends declared on our common stock is set forth in the table below. Market
price and cash dividends are adjusted to reflect a 100% stock dividend in the
form of a two for one stock split on May 18, 1998.

<TABLE>
<CAPTION>
Market Price
------------- Cash
High Low Dividends
------ ------ ---------
<S> <C> <C> <C>
1997
First quarter..................................... $ 5.94 $ 4.25 $0.000
Second quarter.................................... 7.19 5.25 0.015
Third quarter .................................... 10.00 7.00 0.015
Fourth quarter.................................... 13.00 10.00 0.015
1998
First quarter..................................... $13.38 $11.63 $0.015
Second quarter.................................... 22.75 12.50 0.020
Third quarter..................................... 21.75 14.00 0.020
Fourth quarter.................................... 17.69 12.25 0.020
1999
First quarter..................................... $16.25 $12.80 $0.020
Second quarter (through May 31, 1999)............. 16.38 13.19 0.020
</TABLE>

12
<PAGE>

SELLING STOCKHOLDERS

Background

The shares of common stock being offered by this prospectus were acquired by
some of the former stockholders of Citizens Bancorporation, Inc. pursuant to
the merger of Citizens into one of our wholly-owned subsidiaries. The sale of
the common stock by the selling stockholders is restricted by Rule 145
promulgated under the Securities Act, and these shares cannot be transferred
unless (a) the sale is registered under the Securities Act or (b) the transfer
is made in accordance with Rule 145 or another exemption from registration
under the Securities Act.

Registration Rights Agreement

As part of the merger of Citizens into our wholly-owned subsidiary, we
entered into a registration rights agreement with the former stockholders of
Citizens. The material provisions of the registration rights agreement are
described below. A copy of the registration rights agreement has been
incorporated by reference as an exhibit to the registration statement.

To facilitate resales of the shares held by the former stockholders of
Citizens, we agreed to file the Securities Act registration statement of which
this prospectus is a part. We have agreed to use reasonable efforts to keep the
registration statement continuously effective for a period ending with the
earlier of (a) the sale of all of the shares held by the former Citizens
stockholders, or (b) December 10, 1999.

We will pay all expenses in the performance of our registration obligations
under the registration rights agreement, including all registration, filing and
qualification fees, printing expenses, and fees and disbursements of our
attorneys. The selling stockholders are responsible for:

. any fees and expenses in excess of $1,500 (per amendment or supplement)
in order to amend or supplement the registration statement or this
prospectus to reflect donees or pledgees,

. any underwriting fees, discounts or commissions relating to the sale of
the shares,

. expenses for any road shows or similar sales efforts, and

. any fees or disbursements for the selling stockholders' attorneys.

The registration rights agreement contains customary indemnification
provisions by which we are obligated to indemnify and hold harmless the selling
stockholders, and the selling stockholders are obligated under certain
circumstances to indemnify and hold us and certain related parties harmless, in
each case in connection with liabilities relating to the registration of the
shares.

The following table sets forth the names of the selling stockholders, the
shares of common stock being offered by the selling stockholders by this
prospectus, and the number of shares of common stock the selling stockholders
will beneficially own after the consummation of this offering. All information
with respect to the beneficial ownership has been furnished by the selling
stockholders.

13
<PAGE>

<TABLE>
<CAPTION>
Number of Number of
Shares of Number of Shares of
Common Shares of Common Percentage
Stock Owned Common Stock Stock of Shares
Prior to Offered by Owned After Owned
Name Of the Selling the After the
Selling Stockholders Offering Stockholders Offering (1) Offering (1)
- -------------------- ----------- ------------ ------------ ------------
<S> <C> <C> <C> <C>
Eric M. Bohne Revocable
Family Trust #1(2)......... 282,734 277,734(3) 5,000 *
Eric M. Bohne Revocable
Family Trust #2(2)......... 134,966 129,966(4) 5,000 *
Dillard Enterprises,
L.L.C.(5).................. 456,504 456,000(6) 504 *
</TABLE>
- --------
* Less than one percent.
(1) Assumes that the selling stockholders sell all of the common stock being
offered and do not acquire additional shares of our common stock.
(2) Eric M. Bohne, trustee of the Eric M. Bohne Revocable Family Trust #1 and
trustee of the Eric M. Bohne Revocable Family Trust #2, is a director and
the President of Citizens Bank of Tulsa, our wholly-owned subsidiary.
(3) Assumes the underwriter exercises an option, exercisable not later than 30
days after the date of the underwriting agreement, to purchase up to an
additional 36,226 shares at the public offering price.
(4) Assumes the underwriter exercises an option, exercisable not later than 30
days after the date of the underwriting agreement, to purchase up to an
additional 16,951 shares at the public offering price.
(5) Ernest E. Dillard, manager and a member of Dillard Enterprises, L.L.C., is
a director and the Chairman of Citizens Bank of Tulsa, our wholly-owned
subsidiary.
(6) Assumes the underwriter exercises an option, exercisable not later than 30
days after the date of the underwriting agreement, to purchase up to an
additional 59,478 shares at the public offering price.

Pursuant to the registration rights agreement, we have also agreed to
register 3,056,592 shares held by other former Citizens stockholders that are
not being offered through this prospectus. We have filed a separate prospectus
to cover those shares.

14
<PAGE>

UNDERWRITING

Under the terms and conditions set forth in the underwriting agreement among
us, the selling stockholders, and Advest, Inc., Advest has agreed to purchase
from the selling stockholders and the selling stockholders have agreed to sell
to Advest, the number of shares of common stock set forth below:

<TABLE>
<CAPTION>
Number of
Underwriter Shares
----------- ---------
<S> <C>
Advest, Inc..................................................... 751,045
-------
Total....................................................... 751,045
=======
</TABLE>

The underwriting agreement provides that the obligations of Advest are
subject to approval of certain matters by its counsel and to various other
conditions. Advest is committed to purchase and pay for all such shares of
common stock being sold pursuant to the underwriting agreement, if any shares
of common stock are purchased.

Advest has advised us and the selling stockholders that they propose to
offer the shares of common stock directly to the public initially at the
offering price set forth on the cover page of this prospectus and to certain
selected dealers at such price less a concession not to exceed $ per
share. Advest may allow, and such selected dealers may reallow, a concession
not in excess of $ per share to certain other dealers. After the public
offering of the shares, the public offering price, concession and reallowance
to dealers may be changed by Advest. The common stock is offered and subject to
receipt and acceptance by Advest, and to certain other conditions, including
the right to reject orders in whole or in part.

The selling stockholders have granted to the underwriter an option,
exercisable not later than 30 days after the date of the underwriting
agreement, to purchase up to an additional 112,655 shares of common stock at
the public offering price less discounts. To the extent that the underwriter
exercises this option, the selling stockholders will be obligated, pursuant to
the option, to sell these shares of common stock to the underwriter. The
underwriter may exercise this option only to cover over-allotments made in
connection with the sale of the shares of common stock offered by this
prospectus. If purchased, the underwriter will offer these additional shares of
common stock on the same terms as those on which the 112,655 shares of common
stock are being offered.

Subject to certain limitations, we along with the selling stockholders and
Advest have agreed to indemnify each other against certain liabilities
including liabilities under the Securities Act, or to contribute to payments
that we, the selling stockholders, or Advest may be required to make in respect
of these liabilities.

The foregoing is a summary of the principal terms of the underwriting
agreement and does not purport to be complete. Reference is made to a copy of
the underwriting agreement that was filed as an exhibit to the registration
statement of which this prospectus is a part.

Advest has been engaged in the ordinary course of business, and may in the
future be engaged, to perform investment banking and other advisory-related
services for us, our affiliates, and certain stockholders of ours. Advest, Inc.
also served as managing underwriter in our public offering of common stock in
1996 and trust preferred securities in 1997, and advised us in certain of our
acquisition transactions. Advest, Inc. also served as managing underwriter for
our trust preferred securities offering completed on May 17, 1999.

In connection with the offering of the common stock, Advest and any selling
group members and their respective affiliates may engage in transactions
effected in accordance with Rule 104 of the Securities and Exchange
Commission's Regulation M that are intended to stabilize, maintain, or
otherwise affect the market price of the common stock. Such transactions may
include stabilizing transactions in which they bid for, and purchase, shares of
the common stock at a level above that which might otherwise prevail in the
open market for the purpose of preventing or retarding a decline in the market
price of the common stock. Advest also may

15
<PAGE>

bid for, and purchase, shares of common stock to reduce a short position
incurred to reclaim any selling concessions otherwise accruing or allowed to a
selling group member in connection with the offering if the common stock
originally sold by such selling group member is repurchased by Advest and
therefore has not been effectively placed by such selling group member. Any of
the foregoing transactions may result in the maintenance of a price for the
common stock at a level above that which might otherwise prevail in the open
market. Neither we nor Advest makes any representation or prediction as to the
direction or magnitude of any effect that the transactions described above may
have on the price of our common stock. Advest is not required to engage in any
of the foregoing transactions and, if commenced, such transactions may be
discontinued at any time without notice.

LEGAL MATTERS

The validity of the shares of common stock offered by this prospectus has
been passed upon for us by Blackwell Sanders Peper Martin LLP, Kansas City,
Missouri. Certain legal matters in connection with the shares will be passed
upon for Advest by Arnold & Porter, Washington, D.C. Certain legal matters will
be passed upon for the selling stockholders by Crowe & Dunlevy, a Professional
Corporation, Oklahoma City, Oklahoma. Arnold & Porter will rely as to certain
matters of Kansas law on the opinion of Blackwell Sanders Peper Martin LLP.

EXPERTS

The consolidated financial statements incorporated in this prospectus by
reference are incorporated by reference from our Annual Report on Form 10-K for
the fiscal year ended December 31, 1998, have been audited by KPMG LLP,
independent auditors, as stated in their report, which is incorporated here by
reference, and have been so incorporated in reliance upon the report of such
firm given upon their authority as experts in accounting and auditing.

16
<PAGE>

WHERE YOU CAN FIND MORE INFORMATION

We are subject to the informational requirements of the Securities Exchange
Act of 1934, as amended, and in accordance with the Exchange Act, we file
reports, proxy statements, information statements and other information with
the SEC. Such reports, proxy statements and other information can be inspected
and copied at the public reference facilities of the SEC at Room 1024, 450
Fifth Street, N.W. Washington, D.C. 20549 and at the regional offices of the
SEC located at 7 World Trade Center, 13th Floor, Suite 1300, New York, New York
10048 and Citicorp Center, 14th Floor, Suite 1400, 500 West Madison Street,
Chicago, Illinois 60661. You may obtain information on the operation of the
public reference rooms by calling the SEC at 1-800-SEC-0330. Copies of this
material can also be obtained at prescribed rates by writing to the Public
Reference Section of the SEC at 450 Fifth Street, N.W., Washington D.C. 20549.
This material also may be accessed electronically by means of the SEC's home
page on the Internet at www.sec.gov.

Our common stock trades on the Nasdaq National Market under the symbol
"GLDB." Documents filed by us with the SEC also can be inspected at the offices
of the National Association of Securities Dealers, Inc., 1735 K Street, N.W.,
Washington, D.C. 20006.

We have filed a post-effective amendment No. 2 on Form S-3 to our
registration statement on Form S-4 with the SEC under the Securities Act in
connection with the offering. This prospectus does not contain all of the
information set forth in the registration statement, certain parts of which are
omitted in accordance with the rules and regulations of the SEC. The
registration statement, including any amendments, schedules and exhibits
thereto, is available for inspection and copying as set forth above. Statements
contained in this prospectus as to the contents of any contract or other
document referred to in this document include all material terms of such
contract or other documents but are not necessarily complete, and in each
instance reference is made to the copy of any such contract or other document
which may have been filed as an exhibit to the registration statement, each
such statement being qualified in all respects by such reference.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The SEC allows us to "incorporate by reference" the information we file with
them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and information that we file later
with the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings we
will make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934 until the date the selling stockholders sell
all of the shares or until the date the offering of the shares is otherwise
ended.

. Our annual report on Form 10-K for the fiscal year ended December 31,
1998, as filed with the SEC on March 31, 1999.

. Our current report on Form 8-K dated April 28, 1999.

. Our quarterly report on Form 10-Q for the period ended March 31, 1999, as
filed with the SEC on
May 14, 1999.

. Our current report on Form 8-K dated May 25, 1999.

. The description of our common stock set forth in the Form 8-A12G
Registration Statement as filed with the SEC on November 1, 1996.

You may request a free copy of these filings by writing or telephoning us at
the following address:

Keith E. Bouchey
Corporate Secretary
Gold Banc Corporation, Inc.
11301 Nall Avenue
Leawood, Kansas 66211
(913) 451-8050

17
<PAGE>

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION

This prospectus (including information included or incorporated by reference
in this prospectus) contains forward-looking statements with respect to our
financial condition, results of operations, plans, objectives, future
performance and business, including statements preceded by, followed by or that
include the words, "believes," "expects," "anticipates" or similar expressions.
These forward-looking statements involve certain risks and uncertainties and
may relate to our future operating results.

Factors that may cause actual results to differ materially from those
contemplated by these forward-looking statements include, among others, the
following possibilities:

. expected cost savings from our acquisitions not being fully realized or
realized within the expected time frame;

. earnings following acquisitions being lower than expected;

. a significant increase in competitive pressure among depository and other
financial institutions;

. costs or difficulties related to the integration of the acquired
businesses being greater than expected;

. changes in the interest rate environment resulting in reduced margins;

. general economic or business conditions, either nationally or in Kansas,
Oklahoma or Missouri, being less favorable than expected, and resulting
in, among other things, a deterioration in credit quality or a reduced
demand for credit;

. legislative or regulatory changes adversely affecting the businesses in
which we will be engaged;

. changes in the securities markets; and

. changes in the banking industry, including the effects of consolidation
resulting from possible mergers of financial institutions.

18
<PAGE>

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

No person has been authorized in connection with the offering made hereby
to give any information or to make any representation not contained in this
prospectus and, if given or made, such information or representation must not
be relied upon as having been authorized by us or any underwriter. This
prospectus does not constitute an offer to sell or a solicitation of any offer
to buy any of the securities offered hereby to any person or by anyone in any
jurisdiction in which it is unlawful to make such offer or solicitation.
Neither the delivery of this prospectus nor any sale made hereunder shall,
under any circumstances, create any implication that the information contained
herein is correct as of any date subsequent to the date hereof.

---------------

TABLE OF CONTENTS

Prospectus Summary......................................................... 3
Selected Consolidated Financial Data....................................... 6
Risk Factors............................................................... 8
Use of Proceeds............................................................ 12
Price Range of Common Stock and Dividends.................................. 12
Selling Stockholders....................................................... 13
Underwriting............................................................... 15
Legal Matters.............................................................. 16
Experts.................................................................... 16
Where You Can Find More Information........................................ 17
Incorporation of Certain Documents by Reference............................ 17
Cautionary Statement Concerning
Forward-Looking Information............................................... 18
</TABLE>

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

751,045 Shares

[GOLD BANC CORPORATION LOGO]

GOLD BANC
CORPORATION, INC.

Common Stock

---------------

PROSPECTUS
---------------

Advest, Inc.

June , 1999

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>

[ALTERNATE PAGE FOR NON-UNDERWRITTEN PROSPECTUS]
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information in this prospectus is not complete and may be changed. We may +
+not sell these securities until the registration statement filed with the +
+Securities and Exchange Commission is effective. This prospectus is not an +
+offer to sell these securities and it is not soliciting an offer to buy these +
+securities in any state where the offer or sale is not permitted. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
Preliminary Prospectus
Subject to Completion--Dated June , 1999

[LOGO] 3,056,592 Shares
Gold Banc Corporation, Inc.

Common Stock

-----------

Listed on: Nasdaq National Market
Trading Symbol: GLDB
Closing price on June , 1999: $

-----------

Certain stockholders of Gold Banc Corporation, Inc. propose to sell from time
to time shares of Gold Banc Corporation, Inc. common stock

Gold Banc Corporation, Inc.--

. We are a multi-bank holding company that offers,
Consider through our subsidiaries, a full range of community
carefully the banking and related financial services to customers
"risk factors" in Kansas, Oklahoma and Missouri.
beginning on
page 8 in this . We will not receive any proceeds from the sale of
prospectus. these shares.

. We will pay all expenses other than those paid by the
Neither the selling stockholders.
Securities and
Exchange . We will indemnify the selling stockholders against
Commission nor certain liabilities.
any state
securities
commission has Selling Stockholders--
approved or
disapproved of . The selling stockholders may sell 3,056,592 shares.
these securities
or passed upon . The selling stockholders will pay:
the adequacy or
accuracy of this (a) all underwriting fees, discounts or commissions;
prospectus. Any
representation (b) any fees and expenses in excess of $1,500 (per
to the contrary amendment or supplement) in order to amend or
is a criminal supplement the registration statement or
offense. prospectus to reflect donees or pledgees;

(c) any expenses to conduct sales efforts; and
Our common stock
is not a deposit (d) their own counsel's fees.
account of any
bank, and is not . The selling stockholders are named individually in
insured to any this prospectus.
extent by the
Federal Deposit . The selling stockholders will indemnify us against
Insurance certain liabilities.
Corporation or
any other
governmental
agency.

Prospectus dated June , 1999
<PAGE>

[ALTERNATE PAGE FOR NON-UNDERWRITTEN PROSPECTUS]
management talent, and a commitment to retaining the local identities of its
subsidiaries. Other reasons that banks may continue to be willing to sell are a
lack of liquidity in the stock of the company and an increasing cost associated
with upgrading technology and maintaining compliance with bank regulations. We
will continue to look to acquire banks with strong existing management teams so
that our strategies can be implemented within the existing management
structures, boards of directors and bank charters that are in place at these
banks.

Recent Developments

On May 17, 1999, GBCI Capital Trust II, a Delaware business trust, issued
$35,000,000 of 9.12% preferred securities in a public offering lead-managed by
the underwriter. The underwriters in this offering have an option to purchase
an additional $5,250,000 of 9.12% preferred securities to cover over
allotments. The trust invested the proceeds of the offering in our 9.12% junior
subordinated deferrable interest debentures. We will use the net proceeds from
the issuance of our debentures to finance growth, repay approximately $11.0
million of corporate indebtedness and for general corporate purposes.

Our principal executive office is located at 11301 Nall Avenue, Leawood,
Kansas 66211, and our telephone number is (913) 451-8050.

The Offering

The Securities being 3,056,592 shares of common stock.
Offered...................

Shares of Common Stock
Outstanding Before the
Offering.................. 17,181,618 shares.

Shares of Common Stock
Outstanding After the
Offering..................
17,181,618 shares.

Dividends on Our Common Since the second quarter of 1997, we have paid
Stock..................... quarterly cash dividends on the shares of our
common stock. See "Price Range of Common Stock
and Dividends."

The Use of Proceeds........ We will not receive any of the proceeds from the
sale of common stock being offered by this
prospectus.

Nasdaq National Market Our common stock is quoted on the Nasdaq National
Symbol.................... Market under the symbol "GLDB."

Risk Factors

Before purchasing the securities offered by this prospectus you should
carefully consider the "Risk Factors" beginning on page 8.

5
<PAGE>

[ALTERNATE PAGE FOR NON-UNDERWRITTEN PROSPECTUS]
SELLING STOCKHOLDERS

Background

Registration Rights Agreement

To facilitate resales of the shares by the former stockholders of Citizens,
we agreed to file the Securities Act registration statement of which this
prospectus is a part. We have agreed to use reasonable efforts to keep the
registration statement continuously effective for a period ending with the
earlier of (a) the sale of all of the shares held by the former Citizens
stockholders, or (b) December 10, 1999.

. any fees and expenses in excess of $1,500 (per amendment or supplement)
in order to amend or supplement the registration statement or this
prospectus to reflect donees or pledgees,

. any underwriting fees, discounts or commissions relating to the sale of
the shares,

. expenses for any road shows or similar sales efforts, and

. any fees or disbursements for the selling stockholders' attorneys.

13
<PAGE>

[ALTERNATE PAGE FOR NON-UNDERWRITTEN PROSPECTUS]

<TABLE>
<CAPTION>
Number of Number of
Shares of Number of Shares of
Common Shares of Common Percentage
Stock Owned Common Stock Stock of Shares
Prior to Offered by Owned Owned
Name of the Selling After the After the
Selling Stockholders Offering Stockholders Offering (1) Offering (1)
- -------------------- ----------- ------------ ------------ ------------
<S> <C> <C> <C> <C>
Daniel Buford (2)............ 595,440 595,440 -- --
Sam Buford (2)............... 820,437 820,437 -- --
Sharon Buford................ 820,278 820,278 -- --
Stephen Buford (2)........... 820,437 820,437 -- --
</TABLE>
- --------
(1) Assumes that the selling stockholders sell all of the common stock being
offered and do not acquire additional shares of our common stock.
(2) Each of Daniel Buford, Sam Buford, and Stephen Buford is a director of
Citizens Bank of Tulsa, our wholly-owned subsidiary.

Pursuant to the registration rights agreement, we have agreed to register
751,045 shares (plus up to 112,655 shares covered by an underwriter's over-
allotment option) held by other former Citizens stockholders that are not being
offered through this prospectus. We have filed a separate prospectus to cover
those shares.

14
<PAGE>

[ALTERNATE PAGE FOR NON-UNDERWRITTEN PROSPECTUS]

PLAN OF DISTRIBUTION

The selling stockholders or their respective pledgees, donees, transferees
or other successors in interest may, from time to time, sell all or a portion
of the shares on the Nasdaq National Market, in privately negotiated
transactions or otherwise. Shares may be sold at fixed prices that may be
changed, at market prices prevailing at the time of sale, at prices related to
such market prices or negotiated prices. The shares may be sold by the selling
stockholders by one or more of the following methods, without limitation:

. block trades in which the broker or dealer so engaged will attempt to
sell the shares as agent but may position and resell a portion of the
block as principal to facilitate the transaction;

. purchases by a broker or dealer as principal and resale by such broker or
dealer for its account pursuant to this prospectus;

. ordinary brokerage transactions and transactions in which the broker
solicits purchasers;

. privately negotiated transactions;

. short sales;

. through the writing of options on the shares; and

. a combination of any such methods of sale.

In effecting sales, brokers and dealers engaged by the selling stockholders
may arrange for other brokers or dealers to participate. Broker-dealers may
agree with the selling stockholders to sell a specified number of such shares
at a stipulated price per share. To the extent such broker-dealer is unable to
do so acting as agent for a selling stockholder, it may agree to purchase as
principal any unsold shares at the stipulated price. Broker-dealers who acquire
shares as principals may thereafter resell such shares from time to time in
transactions in the Nasdaq National Market at prices and on terms then
prevailing at the time of sale, at prices related to the then-current market
price or in negotiated transactions. Broker-dealers may use block transactions
and sales to and through broker-dealers, including transactions of the nature
described above. The selling stockholders may also sell the shares in
accordance with Rule 145 under the Securities Act rather than pursuant to this
prospectus.

From time to time, one or more of the selling stockholders may pledge,
hypothecate or grant a security interest in some of all of the shares owned by
them. The pledgees, secured parties or persons to whom such securities have
been hypothecated will, upon foreclosure in the event of default, be deemed to
be selling stockholders. The number of a selling stockholder's shares offered
under this prospectus will decrease as and when it takes such actions. The plan
of distribution for such selling stockholder's shares will otherwise remain
unchanged. In addition, a selling stockholder may, from time to time, sell
short our common stock and in such instances, this prospectus may be delivered
in connection with such short sales and the shares offered under this
prospectus may be used to cover such short sales.

To the extent required under the Securities Act the aggregate amount of
selling stockholders' shares of our common stock being offered and the terms of
the offering, the names of any such agents, brokers, dealers or underwriters
and any applicable commission with respect to a particular offer will be set
forth in an accompanying prospectus supplement. Any underwriters, dealers,
brokers or agents participating in the distribution of our common stock may
receive compensation in the form of underwriting discounts, concessions,
commissions or fees from a selling stockholder and/or purchasers of selling
stockholders' shares of common stock, for whom they may act (which compensation
as to a particular broker-dealer might be in excess of customary commissions).

The selling stockholders and any broker-dealers or agents that participate
with the selling stockholders in sales of the shares may be deemed to be
"underwriters" within the meaning of the Securities Act in connection with such
sales. In such event, any commissions received by such broker-dealers or agents
and any profit on the resale of the shares purchased by them may be deemed to
be an underwriting commission or discount under the Securities Act.

15
<PAGE>

[ALTERNATE PAGE FOR NON-UNDERWRITTEN PROSPECTUS]

A selling stockholder may enter into hedging transactions with broker-
dealers and the broker-dealers may engage in short sales of the common stock in
the course of hedging the positions they assume with such selling stockholder,
including in connection with distributions of the common stock by such broker-
dealers. A selling stockholder may enter into option or other transactions with
broker-dealers that involve the delivery of the shares offered hereby to the
broker-dealers, who may then resell or otherwise transfer such shares. A
selling stockholder may also loan or pledge the shares offered hereby to a
broker-dealer and the broker-dealer may sell the shares offered hereby so
loaned or upon a default may sell or otherwise transfer the pledged shares
offered hereby.

The selling stockholders and any other persons participating in the sale or
distribution of the shares will be subject to applicable provisions of the
Securities Exchange Act and the rules and regulations thereunder, which
provisions may limit the timing of purchases and sales of any of the shares by
the selling stockholders or any other such person. The foregoing may affect the
marketability of the shares.

In order to comply with the securities laws of certain states, if
applicable, the shares offered by this prospectus may be sold in such
jurisdictions only through registered or licensed brokers or dealers. In
addition, in certain states the shares may not be sold unless they have been
registered or qualified for sale or an exemption from registration or
qualification requirements is available and is complied with.

We will make copies of this prospectus available to the selling stockholders
and have informed the selling stockholders that they must deliver a copy of
this prospectus to each purchaser of the shares prior to or at the time of any
sale. We have agreed with the selling stockholders to keep this prospectus
effective until the earlier of (i) the sale of all of the shares or (ii)
December 10, 1999.

LEGAL MATTERS

The legality of the shares offered pursuant to the offering will be passed
upon for us by Blackwell Sanders Peper Martin LLP, Kansas City, Missouri.

EXPERTS

16
<PAGE>

[ALTERNATE PAGE FOR NON-UNDERWRITTEN PROSPECTUS]
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

No person has been authorized in connection with the offering made hereby to
give any information or to make any representation not contained in this pro-
spectus and, if given or made, such information or representation must not be
relied upon as having been authorized by us or any underwriter. This prospectus
does not constitute an offer to sell or a solicitation of any offer to buy any
of the securities offered hereby to any person or by anyone in any jurisdiction
in which it is unlawful to make such offer or solicitation. Neither the deliv-
ery of this prospectus nor any sale made hereunder shall, under any circum-
stances, create any implication that the information contained herein is cor-
rect as of any date subsequent to the date hereof.

---------------

TABLE OF CONTENTS

Prospectus Summary......................................................... 3
Selected Consolidated Financial Data....................................... 6
Risk Factors............................................................... 8
Use of Proceeds............................................................ 12
Price Range of Common Stock and Dividends.................................. 12
Selling Stockholders....................................................... 13
Plan of Distribution....................................................... 15
Legal Matters.............................................................. 16
Experts.................................................................... 16
Where You Can Find More Information........................................ 17
Incorporation of Certain Documents by Reference............................ 17
Cautionary Statement Concerning
Forward-Looking Information............................................... 18
</TABLE>

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

3,056,592 Shares

[GOLD BANC CORPORATION LOGO]

GOLD BANC
CORPORATION, INC.

Common Stock

---------------

PROSPECTUS
---------------

June , 1999

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

The following is an itemized statement of estimated expenses to be paid by
the Registrant in connection with the issuance and sale of the securities being
registered.

<TABLE>
<S> <C>
Securities and Exchange Commission Registration Fee............ (1)
Accounting Fees and Expenses................................... $ 5,000
Printing Expenses.............................................. $20,000
Registrant's Legal Fees and Expenses........................... $25,000
Selling Stockholders' Legal Fees and Expenses.................. $10,000
Transfer Agent Fees and Expenses............................... $ 2,000
Miscellaneous Expenses......................................... $ 5,000
-------
Total...................................................... $42,000
=======
</TABLE>
- --------
(1) Filing fee previously paid pursuant to the Registrant's Registration
Statement on Form S-4 (File No. 333-65539)

Item 15. Indemnification of Directors and Officers.

Gold Banc Corporation, Inc.'s (the "Company") Restated Articles of
Incorporation, as amended, and Amended and Restated 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 Kansas General Corporation Code ("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.

Pursuant to express authority conferred in the Company's Amended and
Restated Bylaws, the Company maintains a policy of insurance, under which the
insurer will, subject to certain conditions, defend the directors and officers
of the Company against and indemnify them from any liabilities in capacities as
such.

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or controlling persons pursuant to the
foregoing provisions, the Company has been informed that in the opinion of the
SEC such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.

Item 16. Exhibits

The following exhibits are filed herewith or incorporated herein by
reference pursuant to Rule 411 of the Securities Act of 1933, as amended.

<TABLE>
<CAPTION>
Exhibit
Number
-------
<C> <S>
1 Form of Underwriting Agreement****

3(a)(i) Restated Articles of Incorporation of the Company*

3(a)(ii) Certificate of Amendment to Restated Articles of
Incorporation**

3(a)(iii) Certificate of Amendment to Restated Articles of
Incorporation****

</TABLE>

II-1
<PAGE>

<TABLE>
<CAPTION>
Exhibit
Number
-------
<C> <S>
3(b) Amended and Restated Bylaws of the Company*

4(a) Provisions of the Amended and Restated Articles of Incorporation
and the Restated Bylaws of the Company defining the rights of
holders of the Company's common stock (included in Exhibits
3(a)(i), (ii) and (iii) and 3(b)).

4(b) Registration Rights Agreement among the Company, Daniel Buford,
Sam Buford, Sharon Buford, Stephen Buford, Dillard Enterprises,
L.L.C., Eric M. Bohne Revocable Family Trust #1 and Eric M. Bohne
Revocable Family Trust #2, dated as of December 10, 1998.***

5 Opinion of Blackwell Sanders Peper Martin LLP****

23(a) Consent of KPMG LLP

23(b) Consent of Blackwell Sanders Peper Martin LLP (included in Exhibit
5)****

24 Powers of Attorney (included in signature pages to Registration
Statement)****
</TABLE>
- --------
* Previously filed as an Exhibit to the Company's Registration Statement on
Form SB-2 No. 333-12377 and the same is incorporated herein by reference.
**Previously filed as an Exhibit to the Company's Registration Statement on
Form S-4 No. 333-28563 and the same is incorporated herein by reference.
***Previously filed as an Exhibit to the Company's Annual Report on Form 10-K
for the year ended December 31, 1998 and the same is incorporated herein by
reference.
****Previously filed with Post-Effective Amendment No. 1 to this Registration
Statement.

Item 17. Undertakings.

(a) 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
Securities 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 the Registrant in the successful defense of any action, suit or
proceedings) is asserted by such director, officer or controlling person in
connection with the 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 whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

(b) The undersigned Registrant hereby undertakes to, for purposes of
determining any liability under the Securities Act, treat the information
omitted from the form of prospectus filed as part of this registration
statement in reliance upon Rule 430A and contained in a form of prospectus
filed by the Registrant under Rule 424(b)(1), or (4) or 497(h) under the
Securities Act as part of this registration statement as of the time the SEC
declared it effective.

(c) The undersigned Registrant hereby undertakes to, for purposes of
determining any liability under the Securities Act, treat each post-effective
amendment that contains a form of prospectus as a new registration statement
for the securities offered in the registration statement, and that offering of
the securities at that time as the initial bona fide offering of those
securities.

(d) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in

II-2
<PAGE>

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 that time shall be deemed to be the initial bona fide offering thereof.

(e) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made
of securities registered hereby, a post-effective amendment to this
registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement; and

(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;

Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement.

(2) That, for the purpose 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.

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

II-3
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Post-Effective
Amendment No. 2 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Leawood, State of
Kansas, on the 2nd day of June, 1999:

Gold Banc Corporation, Inc.

/s/ Michael W. Gullion
By: _________________________________
Michael W. Gullion,
Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment to the Registration Statement has been signed by the
following persons in the capacities indicated.

<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----

<S> <C> <C>
/s/ Michael W. Gullion Chairman of the Board and June 2, 1999
____________________________________ Chief Executive Officer
Michael W. Gullion (Principal Executive
Officer)

/s/ Malcolm M. Aslin Director, President and June 2, 1999
____________________________________ Chief Operating Officer
Malcolm M. Aslin

/s/ Keith E. Bouchey Director, Executive Vice June 2, 1999
____________________________________ President, Chief Financial
Keith E. Bouchey Officer and Corporate
Secretary
(Principal Financial
Officer)

/s/ Brian J. Ruisinger Vice President, Treasurer June 2, 1999
____________________________________ and Controller (Principal
Brian J. Ruisinger Accounting Officer)
/s/ William Wallman* Director June 2, 1999
____________________________________
William Wallman
</TABLE>

II-4
<PAGE>

<TABLE>
<S> <C> <C>
/s/ D. Michael Browne* Director June 2, 1999
____________________________________
D. Michael Browne

/s/ William F. Wright* Director June 2, 1999
____________________________________
William F. Wright

/s/ Allen D. Petersen* Director June 2, 1999
____________________________________
Allen D. Petersen

/s/ William R. Hagman, Jr. Director June 2, 1999
____________________________________
William R. Hagman, Jr.
</TABLE>

*By Keith E. Bouchey as attorney-in-fact.

II-5
<PAGE>

INDEX TO EXHIBITS

<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
------- ----------------------
<C> <S>
1 Form of Underwriting Agreement****

3(a)(i) Restated Articles of Incorporation of the Company*

3(a)(ii) Certificate of Amendment to Restated Articles of Incorporation**

3(a)(iii) Amended and Restated Bylaws of the Company*

3(b) Certificate of Amendment to Restated Articles of Incorporation****

4(b) Registration Rights Agreement among the Company, Daniel Buford, Sam
Buford, Sharon Buford, Stephen Buford, Dillard Enterprises, L.L.C.,
Eric M. Bohne Revocable Family Trust #1 and Eric M. Bohne Revocable
Family Trust #2, dated as of December 10, 1998.***

5 Opinion of Blackwell Sanders Peper Martin LLP****

23(a) Consent of KPMG LLP

Consent of Blackwell Sanders Peper Martin LLP (included in Exhibit
23(b) 5)****

Powers of Attorney (included in signature pages to Registration
24 Statement)
</TABLE>
- --------
* Previously filed as an Exhibit to the Company's Registration Statement on
Form SB-2 No. 333-12377 and the same is incorporated herein by reference.
** Previously filed as an Exhibit to the Company's Registration Statement on
Form S-4 No. 333-28563 and the same is incorporated herein by reference.
*** Previously filed as an Exhibit to the Company's Annual Report on Form 10-K
for the year ended December 31, 1998 and the same is incorporated herein by
reference.
**** Previously filed with Post Effective Amendment No. 1 to this Registration
Statement.

<PAGE>

Exhibit 23(a)

The Board of Directors
Gold Banc Corporation, Inc.

We consent to the use of our report incorporated herein by reference and to the
reference to our firm under the heading "Experts" in the Post-Effective
Amendment No. 2 on Form S-3 (Registration No. 333-65539) to Form S-4.

/s/ KPMG LLP

Kansas City, Missouri
June 2, 1999