SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant X
Filed by a Party other than the Registrant ___
Check the appropriate box:
___ Preliminary Proxy Statement
___ Confidential,for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
X Definitive Proxy Statement
___ Definitive Additional Materials
___ Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
Gold Banc Corporation, Inc.
(Name of Registrant as Specified In Its Charter)
---------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than
the Registrant)
Payment of Filing Fee (Check the appropriate box)
X No fee required
___ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1)Title of each class of securities to which transaction
applies:______________________
(2)Aggregate number of securities to which transaction
applies:______________________
(3)Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was
determined):_______________________________________________________
(4)Proposed maximum aggregate value of
transaction:_____________________________
(5)Total fee paid:____________________________________________
___ Fee paid previously with preliminary materials.
___ Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1)Amount Previously Paid:______________________________________________
(2)Form, Schedule or Registration Statement No.:________________________
(3)Filing Party:________________________________________________________
(4)Date Filed:__________________________________________________________
<PAGE>
[GOLD BANC CORPORATION, INC. LOGO]
GOLD BANC CORPORATION, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be held April 28, 1999
The Annual Meeting of stockholders of Gold Banc Corporation, Inc. (the
"Company") will be held in Pavilion I at the Ritz Carlton, 401 Ward Parkway,
Country Club Plaza, Kansas City, Missouri, on the 28th day of April, 1999, at
10:00 a.m. local time for the following purposes:
1. To elect three Class III Directors to serve for a term of three years.
2. To consider an amendment to the Company's Restated Articles of
Incorporation to increase the authorized capital stock.
3. To ratify the appointment of KPMG LLP as the independent auditors of
the Company for the 1999 fiscal year.
4. To transact such other business as may properly come before the
meeting.
The Board of Directors has fixed the close of business on March 15, 1999 as
the record date for the determination of stockholders entitled to receive notice
of and to vote at the meeting.
You are cordially invited to attend the meeting. However, whether or not
you plan to be personally present at the meeting, please sign and date the
enclosed proxy and promptly return it in the envelope provided. No postage is
necessary if mailed in the United States. If you are a stockholder of record and
attend the meeting, we will be glad to cancel your proxy so that you may vote in
person. We look forward to seeing you at the meeting.
By Order of the Board of Directors,
/s/ Keith E. Bouchey
Keith E. Bouchey
Corporate Secretary
Leawood, Kansas
April 2, 1999
<PAGE>
GOLD BANC CORPORATION, INC.
11301 Nall Avenue
Leawood, Kansas 66211
PROXY STATEMENT
for
Annual Meeting of Stockholders
to be held April 28, 1999
GENERAL INFORMATION
This proxy statement is being furnished on or about April 2, 1999 in
connection with the solicitation of proxies by the Board of Directors of Gold
Banc Corporation, Inc., a Kansas corporation (the "Company"), for use at the
Annual Meeting of Stockholders to be held in Pavilion I at the Ritz Carlton, 401
Ward Parkway, Country Club Plaza, Kansas City, Missouri, at 10:00 a.m. on
Wednesday, April 28, 1999. In order to provide every stockholder with an
opportunity to vote on all matters scheduled to come before the Annual Meeting
and to be able to transact business at the meeting, the Company's Board of
Directors is soliciting proxies. Upon execution and return of the enclosed
proxy, the shares represented by it will be voted by the persons designated
therein as proxies, in accordance with the stockholder's directions. A
stockholder may vote on a matter by marking the appropriate box on the proxy or,
if no box is marked for a specific matter, the shares will be voted as
recommended by the Board of Directors on that matter.
The enclosed proxy may be revoked at any time before it is voted by (i) so
notifying the Secretary of the Company, (ii) exercising a proxy of a later date
and delivering such later proxy to the Secretary of the Company prior to the
Annual Meeting or (iii) attending the Annual Meeting and voting in person.
Unless the proxy is revoked or is received in a form that renders it invalid,
the shares represented by it will be voted in accordance with the instructions
contained therein.
Employees of the Company and its affiliates who participate in either the
Gold Banc Corporation, Inc. Employee Stock Ownership Plan and Trust or the Gold
Banc Corporation, Inc. Employee's 401(k) Plan may vote shares of common stock of
the Company credited to their account by instructing The Trust Company of St.
Joseph, Missouri, the trustee of the plans. The proxy card will serve as the
instruction card. The trustees of each plan will vote such shares in accordance
with duly executed instructions received by April 21, 1999. The trustee at its
discretion will vote shares credited to a participant's account for which no
instructions are received. Each participant may revoke previously given voting
instructions by filing with the trustee a written notice to that effect by April
21, 1999.
1
<PAGE>
The Company will bear the cost of solicitation of proxies, which will be
principally conducted by mail; however, certain officers of the Company may also
solicit proxies by telephone, internet, facsimile or personal interview. Such
cost may also include ordinary charges and expenses of brokerage firms and
others for forwarding soliciting material to beneficial owners.
On March 15, 1999, the record date for determining stockholders entitled to
vote at the Annual Meeting, the Company had outstanding and entitled to vote
17,181,618 shares of common stock, par value $1.00 per share (the "Common
Stock"). Each outstanding share of Common Stock entities the record holder to
one vote.
CERTAIN BENEFICIAL OWNERSHIP OF THE COMPANY'S COMMON STOCK
The following table sets forth information as of February 28, 1999
concerning the shares of Common Stock beneficially owned by (i) each person
known by the Company to be the beneficial owner of 5% or more of the Company's
outstanding Common Stock, (ii) each of the directors of the Company, (iii) each
of the executive officers of the Company named in the Summary Compensation Table
and (iv) all directors and executive officers of the Company as a group. Unless
otherwise indicated, the named beneficial owner has sole voting and investment
power over the shares listed.
Name and address Number of Shares Percentage of Shares
of Beneficial Owner Beneficially Owned Beneficially Owned
- ------------------- ------------------ ------------------
Michael W. Gullion(1)............... 1,840,735 10.66%
11301 Nall Avenue
Leawood, Kansas 66221
William R. Hagman, Jr. (2).......... 854,607 4.97%
224 Via Napoli
Naples, Florida 34105
William Wallman(3).................. 441,402 2.57%
538 West Mary
Beatrice, Nebraska 68310
William F. Wright(3)................ 322,620 1.88%
1431 Stratford Court
Del Mar, California 92014
Allen D. Petersen(3)(4)............. 311,256 1.81%
1220 West County Line Road
Barrington Hills, Illinois 60010
Keith E. Bouchey(5)................. 72,200 *
11301 Nall Avenue
Leawood, Kansas 66211
D. Michael Browne (6)............... 60,106 *
6450 Campbell Drive
Lincoln, Nebraska 68510
2
<PAGE>
Name and address Number of Shares Percentage of Shares
of Beneficial Owner Beneficially Owned Beneficially Owned
- ------------------- ------------------ ------------------
Malcolm M. Aslin.................... 100 *
11301 Nall Avenue
Leawood, Kansas 66211
Directors and executive officers
as a group (9 persons).......... 2,836,048 16.39%
- ------------------------
* Less than 1%.
(1) Includes: (i) 1,067,478 shares for which Mr. Wallman, Mr. Petersen, Mr.
Wright or The Lifeboat Foundation are the record owners and that are
subject to the terms of agreements granting Mr. Gullion voting control over
such shares; (ii) 21,332 shares held by the Gold Banc Corporation, Inc.
Employee Stock Ownership Plan and Trust that are not allocated to
individual accounts and over which Mr. Gullion, as Plan Administrator, has
voting control; (iii) 1,422 shares owned by Mr. Gullion's wife, as
custodian for their children under the Kansas Uniform Transfers to Minors
Act; (iv) 711 shares owned by Mr. Gullion's child, and (v) 84,000 shares
that can be acquired pursuant to options that are presently exercisable.
(2) Includes: (i) 518,641 shares for which Dorothy F. Hagman, Trustee u/t/a
9/13/82; Phyllis Estrada, Trustee u/t/a 9/3/82; John R. Hagman, Trustee
u/t/a 12/19/97; Susan G. Hagman, Trustee u/t/a 12/19/97; Sharon R. Redmond
and Richard I. Redmond, JTWROS; Hagman Associates, L.P., of which Mr.
Hagman is Managing Partner; and H&H Investment Partnership, of which Mr.
Hagman is a partner, are the record owners and that are subject to the
terms of proxies granting Mr. Hagman the right to vote such shares; (ii)
100,001 shares owned by the Hagman Family Irrevocable Trust #1, of which
Mr. Hagman is co-trustee; (iii) 117,649 shares owned by the Hagman Family
Irrevocable Trust #2, of which Mr. Hagman is co-trustee; and (iv) 118,316
shares owned by William R. Hagman, Jr., Trustee u/t/a 12/19/86.
(3) Subject to the terms of an agreement granting Mr. Gullion voting control
over such shares; includes 2,600 shares that may be acquired pursuant to
options that are presently exercisable.
(4) 308,656 of these shares are owned by The Lifeboat Foundation. Mr. Petersen
is one of three directors of The Lifeboat Foundation. The Lifeboat
Foundation has granted Mr. Gullion an irrevocable proxy to vote each of
these shares. Mr. Petersen disclaims beneficial ownership of the shares
owned by The Lifeboat Foundation.
(5) Includes: (i) 30,000 shares held in the name of Holyrood Bancshares, Inc.,
of which Mr. Bouchey is a director, officer and stockholder; (ii) 1,200
shares owned by children of
3
<PAGE>
Mr. Bouchey; and (iii) 30,000 shares that may be acquired pursuant to
options that are presently exercisable.
(6) Includes: (i) 33,486 shares owned by the D. Michael Browne Trust #1, of
which Mr. Browne is trustee; (ii) 24,020 shares owned by the Susan C.
Browne Trust #1, of which Mr. Browne is trustee; and (iii) 2,600 shares
that may be acquired pursuant to options that are presently exercisable.
Mr. Gullion has entered into an agreement, as amended, with Mr. Wallman
pursuant to which Mr. Wallman has granted to Mr. Gullion an irrevocable proxy to
vote all shares of Common Stock owned or subsequently acquired by Mr. Wallman.
The agreement also grants to Mr. Gullion: (i) a 180-day first right of refusal
in the event Mr. Wallman receives a bona fide offer from a third party to
purchase some or all of the shares of Common Stock held by Mr. Wallman or
certain permitted transferees to whom Mr. Wallman may transfer shares; and (ii)
in the event Mr. Wallman dies, a 180-day option to purchase some or all of the
shares of Common Stock held by Mr. Wallman or certain permitted transferees to
whom Mr. Wallman may transfer shares. This agreement terminates on the earlier
to occur of: (i) the date Mr. Gullion ceases to be Chairman and/or Chief
Executive Officer of the Company; or (ii) six months after Mr. Wallman's death.
Mr. Gullion has also entered into an agreement, as amended, with Mr.
Wright, Mr. Petersen and The Lifeboat Foundation pursuant to which Mr. Wright,
Mr. Petersen and The Lifeboat Foundation have granted to Mr. Gullion an
irrevocable proxy to vote all shares of Common Stock owned or subsequently
acquired by Mr. Wright, Mr. Petersen or The Lifeboat Foundation. Such proxy
continues until the earlier of: (i) the date Mr. Gullion ceases to be Chairman
and/or Chief Executive Officer of the Company; or (ii) termination of the
agreement as described below. The agreement grants to Mr. Gullion a 90-day first
right of refusal in the event either Mr. Wright, Mr. Petersen or The Lifeboat
Foundation receives a bona fide offer from a third party to purchase, or
proposes to sell on the public market, some or all of the shares of Common Stock
held by such individual or by certain permitted transferees to whom such
individual may transfer shares. The agreement also grants to Mr. Wright and Mr.
Petersen a 90-day first right of refusal in the event Mr. Gullion receives a
bona fide offer from a third party to purchase, or proposes to sell on the
public market, some or all of the shares of Common Stock held by Mr. Gullion or
certain permitted transferees to whom Mr. Gullion may transfer shares. The
agreement terminates in 2006.
ITEM 1 - ELECTION OF DIRECTORS
The Board of Directors is divided into three classes, elected for terms of
three years and until their successors are elected and qualified. Three Class
III directors are to be elected at the Annual Meeting. The proxies named in the
accompanying proxy intend to vote for the election of Michael W. Gullion,
William Wallman and William R. Hagman, Jr. In the event Messrs. Gullion, Wallman
or Hagman should become unavailable for election, which is not anticipated, the
proxies will be voted for such substitute nominee as may be nominated by the
Board of Directors. The three nominees for election as Class III directors who
receive the
4
<PAGE>
greatest number of votes cast for election of directors at the meeting, a
quorum being present, shall be elected directors of the Company. Abstentions,
broker nonvotes and instructions on the accompanying proxy card to withhold
authority to vote for one or more of the nominees will result in the respective
nominees receiving fewer votes.
INFORMATION CONCERNING NOMINEES
The following table sets forth information about the nominees to the Board
of Directors.
CLASS III - TERM EXPIRING 2002
Principal Occupation and
Name Age Five-Year Employment History
- ---- --- ----------------------------
Michael W. Gullion 44 Mr. Gullion has served as
Chairman of the Board of Directors and Chief
Executive Officer of the Company since its
inception and served as the Company's President
until February 10, 1999. Mr. Gullion is the
son-in-law of William Wallman.
William Wallman 75 Mr. Wallman has served as a director
of the Company since November 1989. For more
than five years Mr. Wallman has been the
President and owner of Wallman
Chrysler-Plymouth, Inc., a car dealership
located in Beatrice, Nebraska. Mr. Wallman is
the father-in-law of Mr. Gullion.
William R. Hagman, Jr. 63 Mr. Hagman has served in an
advisory capacity to the Board of Directors
since November 12, 1998. Since September 1996
Mr. Hagman has also served as an advisory
director of The First State Bank and Trust
Company, a wholly-owned subsidiary of the
Company. For more than ten years Mr. Hagman
served as a director of City National Bank in
Pittsburg, Kansas until September 1996. For
more than five years Mr. Hagman has been the
President of Hagman Companies, Inc., a
wholesale distribution business located in
Pittsburg, Kansas.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE NOMINEES LISTED
ABOVE.
INFORMATION CONCERNING DIRECTORS CONTINUING IN OFFICE
The following tables set forth information about the directors who are
continuing in office for the respective periods and until their successors are
elected and qualified.
5
<PAGE>
CLASS I - TERM EXPIRING 2000
Principal Occupation and
Name Age Five-Year Employment History
- ---- --- ----------------------------
Keith E. Bouchey 48 Mr. Bouchey was elected to the
Board of Directors of the Company on May 30,
1996. He has served as the Executive Vice
President, Chief Financial Officer and
Corporate Secretary of the Company since
joining the Company in November 1995. Prior to
joining the Company, Mr. Bouchey had been,
since August 1977, a principal of GRA,
Thompson, White & Company, P.C., a regional
bank accounting and consulting firm, where he
served on the executive committee and as the
managing director of the firm's regulatory
services practice.
William F. Wright 56 Mr. Wright was elected as a
director of the Company on May 30, 1996. For
more than five years Mr. Wright has served as
the Chairman of the Board of AMCON Distributing
Company, a wholesale distributor headquartered
in Omaha, Nebraska.
Malcolm M. Aslin 51 Mr. Aslin was appointed to the
Board of Directors on February 11, 1999. He has
served as President and Chief Operating Officer
of the Company since February 10, 1999. From
October 1995 until February 10, 1999, Mr. Aslin
served as (i) Chairman of the Board of Western
National Bank and Unison Bancorporation, Inc.
in Lenexa, Kansas and (ii) Chairman and
Managing Director of CompuNet Engineering,
L.L.C., an Overland Park, Kansas computer
service business the Company expects to
acquire, subject to regulatory approval. From
May 1994 until May 1995 Mr. Aslin served as
President of Langley Optical Company, Inc., a
wholesale optical laboratory located in Lenexa,
Kansas. Prior to purchasing Langley Optical
Company, Mr. Aslin spent more than 22 years in
\ various positions with UMB Banks and United
Missouri Financial Corporation, including
President and Chief Operating Officer of United
Missouri Bancshares, Inc. and President of
UMB's Kansas City bank, United Missouri Bank of
Kansas City, N.A.
CLASS II - TERM EXPIRING 2001
Principal Occupation and
Name Age Five-Year Employment History
- ---- --- ----------------------------
D. Michael Browne 46 Mr. Browne has served as a
director of the Company since November 1989.
For more than five years Mr. Browne has been
the Chairman and Chief Executive Officer of
Consortia, Ltd. (formerly Mike Browne
International LTD), a direct marketing and
advertising agency located in Lincoln,
Nebraska.
6
<PAGE>
Allen D. Petersen 58 Mr. Petersen was appointed to
the Board of Directors of the Company on July
31, 1997. Mr. Petersen previously served in an
advisory capacity to the Board of Directors.
For more than five years Mr. Petersen has been
the Chairman and Chief Executive Officer of
American Tool Companies located in Chicago,
Illinois.
COMMITTEES OF THE BOARD OF DIRECTORS
The standing committees of the Board of Directors during 1998 consisted of
an Audit Committee, Compensation Committee and Nominating Committee.
The Audit Committee consists of Messrs. Browne and Wallman. The Audit
Committee annually makes recommendations to the Board regarding the appointment
of independent auditors of the Company and reviews the results and scope of
audits.
The Compensation Committee consists of Messrs. Browne, Petersen and Wright.
The Compensation Committee annually reviews and makes recommendations to the
Board of Directors regarding compensation arrangements with the executive
officers of the Company.
The Nominating Committee consists of Messrs. Bouchey, Gullion and Wright.
The Nominating Committee nominates persons as candidates to fill vacancies on
the Board of Directors. The Nominating Committee will consider stockholder
nominees to the Board of Directors. Stockholders may nominate persons to serve
on the Board of Directors by following the procedures set forth in the Company's
Amended and Restated Bylaws. The Company has entered into employment agreements
with Messrs. Gullion and Bouchey requiring the Nominating Committee to
renominate them to the Board of Directors throughout the term of their
employment agreements.
During the 1998 fiscal year, the Board of Directors met four times, the
Audit Committee met three times, the Compensation Committee met one time and the
Nominating Committee met one time. Each of the directors attended at least
seventy-five percent of the meetings of the Board of Directors. Each of the
members of the committees of the Board of Directors attended at least
seventy-five percent of the meetings of the committees on which they served.
COMPENSATION OF DIRECTORS
Non-employee directors of the Company in 1998 received $8,000 annually,
$1,000 per meeting attended, $500 per telephonic meeting and options to purchase
3,000 shares of the Company's Common Stock at an exercise price of $12.13 per
share for serving on the Board of Directors. The option awards, originally
granted for 1,500 shares at an exercise price of $24.25 on February 11, 1998,
were subsequently adjusted by the Compensation Committee following a 100% stock
dividend in the form of a two-for-one stock split on May 18, 1998 to prevent the
diminution or dilution of such awards under the Company's 1996 Equity
Compensation Plan. In
7
<PAGE>
addition, the Company reimburses directors for expenses incurred in
connection with attendance at meetings of the Board of Directors and committees
thereof. Employees of the Company receive no additional compensation for serving
as a director.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During the fiscal year ended December 31, 1998, there were no interlocking
relationships between any executive officers of the Company and any entity whose
directors or executive officers serve on the Board's Compensation Committee, nor
did any current or past officers of the Company serve on the Compensation
Committee.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee (the "Committee") is composed of three
independent non-employee Directors. The Committee is responsible for setting and
administering executive officers' salaries and the annual bonus and long-term
incentive plans that govern the compensation paid to executives of the Company.
COMPENSATION PHILOSOPHY
The Company's compensation programs are designed to provide executives with
a competitive base salary and with incentives linked to the performance of the
Company and the individual. The Committee previously engaged the services of an
independent compensation consultant to assist it and has developed the following
guidelines for establishing executive compensation:
Competitiveness: Base salaries for executives should be reasonably
commensurate with those paid by comparable companies.
Entrepreneurialism: Each executive will have the opportunity to earn total
annual compensation, including bonuses, at approximately the 75th
percentile of comparable companies.
Long-Term Incentives: In order to create a sense of executive ownership in
and commitment to the Company, the Committee has adopted a stock option
plan that provides executives stock options.
The Committee selects comparable companies for purposes of determining
competitive compensation levels based upon their size, industry and other
factors the Committee considers appropriate. These companies may or may not
be included in computing the indices used to prepare the common stock
performance graph on page 14 of this proxy statement.
8
<PAGE>
ANNUAL COMPENSATION
Total annual cash compensation for executive officers of the Company
consists of a base salary and a potential annual cash bonus based upon a target
incentive opportunity established each year by the Committee.
The Committee approves the base salary of each executive officer on a
subjective basis at a level believed to be sufficient to attract and retain
qualified individuals. In making this determination, the Committee considers the
executive's performance, salary levels at other competing businesses and the
Company's performance. In approving salaries and incentive bonus plan payments
for 1998, the Committee considered, among other matters, the Company's
performance during 1998 and the compensation of similar level executives
employed by comparable companies for which information was available, although
the Committee did not target compensation to any particular group of these
companies. The factors impacting base salary levels are not independently
assigned specific weights but are subjectively considered by the Committee.
The incentive bonus plan for executive officers consists of various
objective and subjective criteria related to areas for which each such executive
has responsibility as well as for Company wide performance. Under the incentive
bonus plan, each executive has a target bonus percentage with an opportunity to
earn up to a maximum amount approved by the Committee. The target and maximum
incentive bonus opportunity is stated as a percentage of base salary. The
percentage increases relative to the executive's level of responsibility within
the Company. The Committee believes that this structure is appropriate given
that an executive's ability to affect the overall performance of the Company
increases with the level of responsibility. For executives other than the Chief
Executive Officer, the executive's target incentive bonus ranges from 10% to 20%
of base salary, depending upon the executive's level.
In February of 1998, the Committee set Mr. Gullion's base salary at
$250,000. His 1998 compensation also included $112, 500 (45% of his base salary)
in payments earned under the Company's incentive bonus plan. Mr. Gullion
received the maximum incentive available under the incentive bonus plan for
1998, based largely upon the Company's success during the year as measured by:
(i) a 107% increase in the market capitalization of the Company; (ii) a 116%
growth in the Company's assets; (iii) a 144% increase in earnings; and (iv) the
substantial improvement in the return on the Company's assets, when adjusted for
the impact of acquisitions made during the year. For 1999, Mr. Gullion's base
salary will remain $250,000. However, his target incentive bonus opportunity
will be increased from 45% to 60% of his base salary.
9
<PAGE>
LONG-TERM INCENTIVE COMPENSATION
The Board of Directors and the Company believe that stock options create a
mutuality of interests between the Company's executive officers and
stockholders. The long-term incentive compensation for executive officers has
consisted of awards of stock options granted under the Company's 1996 Equity
Compensation Plan. The 1996 Equity Compensation Plan provides option recipients
the right to purchase shares of Common Stock at a specified exercise price. All
stock options issued to executive officers generally have exercise prices equal
to the fair market value of the Common Stock on the date of the option grant.
The number of options awarded to each executive was determined by reference to
the group of comparable companies described above.
COMMITTEE MEMBERS
Allen D. Petersen
William F. Wright
D. Michael Browne
EXECUTIVE COMPENSATION
The table below sets forth information concerning the annual and long-term
compensation paid to or earned by the Chief Executive Officer and all other
executive officers of the Company whose compensation exceeded $100,000 during
the last fiscal year.
<TABLE>
<CAPTION>
Summary Compensation Table
Annual Compensation
Long Term
Compensation
Awards
Name and Year Salary($) Bonus($)(1) Securities All Other
Principal Position Underlying Compensations ($)
Options (#)
- ------------------ ------- ---------- ----------- ----------- -----------------
<S> <C> <C> <C> <C> <C>
Michael W. Gullion.......... 1998 $250,000 $150,000 70,000(2) $13,687(3)
Chief Executive 1997 $241,000 $112,500 70,000(2) $16,809(3)
Officer 1996 $186,000 $165,000 None $15,923(3)
Keith E. Bouchey............ 1998 $156,000 $0 25,000(4) $7,162(5)
Executive Vice 1997 $156,000 $31,000 25,000(4) $7,841(5)
President, Chief Financial 1996 $156,000 $31,000 None $3,933(5)
Officer and Corporate
Secretary
</TABLE>
- ---------------------
(1) Represents amounts earned in fiscal year. Actual cash payment is made in
the following fiscal year.
(2) Original grants for 35,000 shares were adjusted following a 100% stock
dividend in the form of 2-for-1 stock split on May 18, 1998 to prevent
diminution or dilution of the awards as provided in the 1996 Equity
Compensation Plan. As a result, shares covered
10
<PAGE>
by outstanding option awards were multiplied by two and the per share exercise
prices of outstanding option awards were divided by two.
(3) Consists of contributions to the Company's Employee Stock Ownership Plan,
matching contributions under the Company's Employees' 401(k) Plan, personal
use of Company-owned automobile, and country club membership dues.
(4) Original grants for 12,500 shares were adjusted following a 100% stock
dividend in the form of 2-for-1 stock split to prevent diminution or
dilution of the awards as provided in the 1996 Equity Compensation Plan. As
a result, shares covered by outstanding option awards were multiplied by
two and the per share exercise prices of outstanding option awards were
divided by two.
(5) Consists of contributions to the Company's Employee Stock Ownership Plan,
matching contributions under the Company's Employees' 401(k) Plan and
country club membership dues.
<TABLE>
<CAPTION>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
Individual Grants
-----------------
Potential Realized Value
Number of As Assumed Annual
Securities Percent of Total Rates of Stock Price
Underlying Options Granted Exercise or Appreciation
Options to Employees in Base Price Expiration For Option Term
Name Granted(#) Fiscal Year ($/Share) Date 5% 10%
- ---- ---------- ----------- --------- ---- -- ---
<S> <C> <C> <C> <C> <C> <C>
Michael W. Gullion 70,000(1) 37.2% $12.13(1) 2/11/2008 $534,000 $1,353,000
Keith E. Bouchey 25,000(1) 13.3% $12.13(1) 2/11/2008 $191,000 $483,000
</TABLE>
(1) Options granted on February 11, 1998 were adjusted following a 100% stock
dividend in the form of a 2-for-1 stock split on May 18, 1998 to prevent
diminution or dilution of such awards as provided in the 1996 Equity
Compensation Plan. As a result, shares covered by outstanding option awards
were multiplied by two and the per share exercise prices of outstanding
option awards were divided by two.
11
<PAGE>
<TABLE>
<CAPTION>
AGGREGATED OPTION/SAR EXERCISES IN LAST
FISCAL YEAR AND FY-END OPTION/SAR VALUES
Number of
Underlying
Unexercised Value of Unexercised
Options at Fiscal In-the-Money Options at
Year-End (#) Fiscal Year-End($)
------------ ------------------
Shares Acquired Value Exercisable/ Exercisable/
Name Of Exercise (#) Received ($) Unexercisable Unexercisable
- ---- --------------- ------------ ------------- -------------
<S> <C> <C> <C> <C>
Michael W. Gullion 0 0 84,000/56,000 $754,250/$182,000
Keith E. Bouchey 0 0 30,000/20,000 $269,375/$65,000
</TABLE>
EMPLOYMENT CONTRACTS
Messrs. Gullion and Bouchey (the "Executives") have entered into employment
agreements with the Company (each an "Agreement"). The terms of the Agreements
are three years (automatically renewed on each anniversary date of the
Agreements unless either party gives notice of its intention not to renew) and
provide that Mr. Gullion will be the Chairman, Chief Executive Officer and Mr.
Bouchey will be Executive Vice President, Chief Financial Officer, Treasurer and
Corporate Secretary of the Company. Throughout the employment period, each of
the Executives will be nominated by the Board of Directors for directorships and
the base compensation of the Executives and their opportunity to earn incentive
compensation will be at least as great as in existence prior to the
effectiveness of the Agreements. An Executive may be terminated for "cause" only
(as defined in the Agreement). An Executive may terminate the Agreement for
"good reason", which is defined as a material breach of the Agreement by the
Company. The death or disability of an Executive automatically terminates the
Agreement.
If the Company terminates an Agreement for cause or an Executive terminates
without good reason, neither the Company nor the Executive has any further
obligations to the other. If the Company terminates an Executive without cause
(as defined in the Agreement), an Executive terminates for good reason (as
defined in the Agreement), or a Change in Control (as defined below) of the
Company occurs, the Company is obligated to pay the Executive three times the
present value of the Executive's long and short-term compensation in place
immediately prior to the termination or Change in Control, provided that such
benefits cannot exceed an amount that would be subject to federal excise taxes.
A Change in Control of the Company will be deemed to occur upon (i) the
hostile replacement of at least the majority of the Board of Directors, (ii) a
person acquiring 25% or more of the shares or voting power of the stock of the
Company, provided such person is not an existing director or Executive or
relative of such a person or does not acquire such shares or voting rights
pursuant to an agreement to which the Executive is a party, or as a result of
the
12
<PAGE>
acquisition does not become the largest stockholder of the Company, (iii) a
merger or sale of substantially all of the assets of the Company or (iv) the
occurrence of any other event the Board of Directors determines to be a Change
in Control.
CERTAIN RELATED TRANSACTIONS
In 1998 CompuNet Engineering, L.L.C. provided $1,127,000 in products and
services to the Company and its affiliates, including computer hardware and
software on services in the areas of operations consulting, local and wide area
computer networks, video conferencing systems, and consolidated back office
services. The Company has entered into an agreement to purchase CompuNet,
subject to regulatory approval, for a purchase price of $4.3 million. It is
expected that CompuNet will become a wholly-owned subsidiary of the Company.
Currently, Mr. Aslin and Joseph F. Smith are the controlling owners of CompuNet.
Mr. Smith is also Executive Vice President and Chief Technology Officer of the
Company.
Certain of the officers, directors and principal stockholders of the
Company and its subsidiary banks, and members of their immediate families and
businesses in which these individuals hold controlling interests, are customers
of the Company's banks and it is anticipated such parties will continue to be
customers of the banks in the future. Credit transactions with these parties are
subject to review by each bank's Board of Directors. All outstanding loans and
extensions of credit by the banks to these parties were made in the ordinary
course of business on substantially the same terms, including interest rates and
collateral, as those prevailing at the time for comparable transactions with
other persons, and, in the opinion of management, did not and do not involve
more than the normal risk of collectibility or present other features
unfavorable to the banks. The aggregate balance of loans and advances under
existing lines of credit to these parties was $9.1 million and $9.3 million at
December 31, 1998 and 1997, respectively.
The First State Bank and Trust Company ("First State Bank"), a wholly-owned
subsidiary of the Company, is a defendant in an adversary proceeding, filed on
July 23, 1998, styled Nelson v. The First State Bank and Trust Company in a
bankruptcy case pending in the Federal Bankruptcy Court for the Western District
of Missouri, filed on October 14, 1997, styled In re: Hagman's Inc. Hagman's
Inc. was owned by William R. Hagman, Jr.'s deceased brother Kenneth R. Hagman.
Until his death on September 8, 1997, Kenneth R. Hagman served as a director of
First State Bank. William R. Hagman, Jr. has had no interest, direct or
indirect, in Hagman's Inc. since 1983. In the adversary proceeding, the
bankruptcy trustee alleges that First State Bank received preferential transfers
from Hagman's Inc. in settlement of loans and bank overdrafts of approximately
$694,000 plus interest prior to the commencement of the Hagman's Inc. bankruptcy
case. There is an issue as to whether First State Bank properly perfected its
security interest in the debtor's inventory. First State Bank and the trustee
each filed motions for summary judgment on the issue of perfection both of which
the court denied. First State Bank and the trustee then agreed to a settlement
that is subject to court approval, which is expected in early April 1999. As a
result of this pending settlement, First State Bank will be required to
recognize a charge to its existing reserve for loan losses.
13
<PAGE>
COMMON STOCK PERFORMANCE
The graph set forth below is based upon information provided by SNL
Securities L.C. and compares the yearly percentage change in cumulative
stockholder return of the Company's Common Stock since November 19, 1996 (the
date the Company completed its initial public offering of Common Stock) against
the cumulative return of the NASDAQ Stock (U.S.), the SNL $250 - $500 Million
Bank Index, the SNL $500 Million - $1 Billion Bank Asset-Size Index and the SNL
All Bank and Thrift Index covering the same time period. As a result of the
growth of the Company in 1998 the SNL $500 Million - $1 Billion Bank Asset Size
Index was added to the performance graph this year to provide a more accurate
comparison to the Company's peers. The graph is based on $100 invested on
November 19, 1996 in the Company's Common Stock, the NASDAQ Stock (U.S.), the
SNL $250 - $500 Million Bank Index, the SNL $500 Million - $1 Billion Bank Asset
Size Index and the SNL All Bank and Thrift Index, each assuming dividend
reinvestment. The historical stock price performance shown on this graph is not
necessarily indicative of future performance.
[PERFORMANCE GRAPH]
14
<PAGE>
ITEM 2 - APPROVAL OF AN AMENDMENT TO THE RESTATED ARTICLES OF
INCORPORATION TO INCREASE THE AUTHORIZED NUMBER
OF SHARES OF CAPITAL STOCK
Overview of Proposal
On February 11, 1999, the Board of Directors unanimously approved a
proposal to amend the Company's Restated Articles of Incorporation (the
"Articles") to increase the number of authorized shares of common stock and the
number of authorized shares of preferred stock from 25,000,000 to 50,000,000.
There are currently 17,181,618 shares of common stock and no shares of preferred
stock outstanding. The relative rights and limitations of the common stock and
preferred stock would remain unchanged under the amendment.
Purposes of Proposal
Athough the Company has no specific plans, proposals, understandings or
agreements for any acquisitions, other than the pending acquisition of CompuNet
Engineering, the Board of Directors believes that the availability of additional
authorized shares for issuance upon approval of the Board of Directors without
the necessity for, or the delay inherent in, a meeting of the Company's
stockholders will be beneficial to the Company and its stockholders by providing
the Company with the flexibility required to consider promptly and respond to
future business needs and opportunities as they arise.
The shares could be used for general corporate purposes, including for
future acquisitions, financings, including the additional sale of shares to the
public, stock dividends or stock splits. Aside from its ongoing review of
potential acquisitions, the Board of Directors has no current plans to effect
such potential actions. Other than 211,500 shares reserved for issuance under
the 1996 Equity Compensation Plan, the Company has no other plan or existing or
proposed agreements or understandings to issue, or reserved for future issuance,
any of the additional shares that would be authorized by the amendment. Unless
required by law, regulation or Nasdaq rule or believed advisable by the Board of
Directors, no further stockholder approval would be sought for the issuance of
such shares. Holders of common stock do not have preemptive rights to subscribe
for additional securities that may be issued by the Company, which means that
current stockholders do not have a prior right to purchase any new issue of
common stock in order to maintain their proportionate ownership interests.
15
<PAGE>
Effects of Proposal
Anti-Takeover Effect. The flexibility vested in the Board of Directors to
authorize the issuance and sale of authorized but unissued shares of common
stock and/or to issue preferred stock in one or more series could enhance the
Board of Directors' bargaining capability on behalf of the Company's
stockholders in a takeover situation and could, under some circumstances, be
used to render more difficult or discourage a merger, tender offer or proxy
contest, the assumption of control by a holder of a large block of the Company's
securities, or the removal of incumbent management, even if such a transaction
were favored by the holders of the requisite number of the then outstanding
shares. For example, the shares of preferred stock could be issued in connection
with a shareholders' rights plan if one is adopted by the Board of Directors.
Provisions that currently exist under the Company's Articles and Bylaws that
could have an anti-takeover effect include: (i) Board of Directors' authority to
issue a class of preferred stock; (ii) directors may be removed only for cause
upon approval of shareholders holding a majority of the shares entitled to vote
for directors; (iii) a classified Board of Directors with staggered terms; (iv)
opt-in to the Kansas Control Share Acquisition Statute governing "acquiring
persons" who, after any acquisition of shares of a publicly traded corporation,
control 20% or more of such corporation's voting securities; (vi) opt-in to the
Kansas Business Combinations with Interested Shareholders Statute which
restricts certain "business combinations" between a corporation and "interested
shareholders" and its "affiliates" as defined therein; (vi) super-majority vote
required to amend or repeal certain provisions of the Articles and Bylaws of the
Company; (vii) limitation on the ability of stockholders to call a special
meeting of stockholders; and (vii) advance notice requirements for stockholder
proposals to be presented at a meeting of stockholders
This proposal to increase the authorized shares of common stock and
preferred stock has been prompted by business and financial considerations and
not by any known or threatened hostile takeover attempt. Nonetheless,
stockholders should be aware that the approval of this proposal could facilitate
future efforts by the Company to deter or prevent changes in control of the
Company, including transactions in which the stockholders might otherwise
receive a premium for their shares over then current market prices.
Dilutive Effect. The authorization of additional shares of common stock and
preferred stock pursuant to this proposal will have no dilutive effect upon the
proportionate voting power of the present stockholders of the Company. However,
to the extent that shares are subsequently issued to persons other than the
present stockholders and/or proportions other than the proportion that presently
exists, such issuance could have a substantial dilutive effect on present
stockholders. For example, the issuance of additional shares of common and/or
preferred stock may have a dilutive effect on earnings per share and book value
per share, as well as a dilutive effect on the voting power of existing
stockholders. The Company would expect that any such dilutive effect on earnings
per share and/or book value per share would be relatively short-term in
duration.
Vote Required for Approval
As required under the Kansas General Corporation Code, the Articles and the
Bylaws of the Company and Nasdaq rule, as applicable, the proposal to effect the
amendment requires the approval of holders of at least sixty-six and two-thirds
(66-2/3%) of the outstanding common stock. Abstentions and broker non-votes will
have the same effect as votes cast against approval of the proposed amendment.
The text of the proposed amendment is set forth in the Appendix to this Proxy
Statement.
16
<PAGE>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE PROPOSED AMENDMENT TO
THE RESTATED ARTICLES OF INCORPORATION.
ITEM 3 - RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Audit Committee of the Board of Directors has recommended KPMG LLP for
reappointment as the independent auditors for the Company. KPMG LLP has been the
independent auditor for the Company since 1996. The firm is a member of the SEC
Practice Section of the American Institute of Certified Public Accountants.
Subject to stockholder approval, the Board of Directors has appointed this firm
as the Company's independent auditors for the year 1999.
Representatives of KPMG LLP are expected to attend the 1999 annual meeting.
They will have an opportunity to make a statement if they desire to do so and
will be available to respond to appropriate stockholder questions.
Ratification of the appointment of KPMG LLP as the Company's independent
auditors for the year 1999 will require the affirmative vote of a majority of
the shares of common stock represented in person or by proxy and entitled to
vote at the annual meeting. Abstentions and broker nonvotes will have the same
effect as votes against the proposal. In the event stockholders do not ratify
the appointment of KPMG LLP, the Audit Committee and the Board of Directors will
reconsider the appointment.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" RATIFICATION OF THE
APPOINTMENT OF KPMG LLP AS THE COMPANY'S INDEPENDENT AUDITORS.
17
<PAGE>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under Section 16(a) of the Securities Exchange Act of 1934, as amended, the
Company's directors and executive officers and shareholders holding more than
ten percent of the outstanding stock of the Company are required to report their
initial ownership of stock and any subsequent change in such ownership to the
Securities and Exchange Commission and the Company. The Securities and Exchange
Commission has established specific time deadlines for the 16(a) filing
requirements. To the Company's knowledge, all Section 16(a) filing requirements
applicable to its directors, executive officers and ten percent holders were
satisfied during the fiscal year ended December 31, 1998, except that one report
relating to the acquisition of shares was inadvertently filed late by D. Michael
Browne.
OTHER BUSINESS
As of the date of this proxy statement, management knows of no other
matters to be presented at the Annual Meeting. However, if any other matters
shall properly come before the meeting, it is the intention of the persons named
in the enclosed proxy to vote in accordance with their best judgment.
PROPOSALS OF SECURITY HOLDERS
A stockholder proposal may be considered at the Company's 2000 Annual
Meeting of Stockholders only if it meets the following requirements set forth in
the Company's Amended and Restated Bylaws. First, the stockholder making the
proposal must be a stockholder of record on the record date for such meeting,
must continue to be a stockholder of record at the time of such meeting, and
must be entitled to vote thereat. Second, the stockholder must deliver or cause
to be delivered a written notice to the Company's Secretary. The Secretary must
receive such notice no later than December 2, 1999.
The notice shall specify: (a) the name and address of the stockholder as
they appear on the books of the Company; (b) the class and number of shares of
the Company's stock that are beneficially owned by the stockholder; (c) any
material interest of the stockholder in the proposed business described in the
notice; (d) if such business is a nomination for director, each nomination
sought to be made, together with the reasons for each nomination, a description
of the qualifications and business or professional experience of each proposed
nominee and a statement signed by each nominee indicating his or her willingness
to serve if elected, and disclosing the information about him or her that is
required by the Securities and Exchange Act of 1934, as amended (the "Exchange
Act"), and the rules and regulations promulgated thereunder to be disclosed in
the proxy materials for the meeting involved if he or she were a nominee of the
Company for election as one of its directors; (e) if such business is other than
a nomination for director, the nature of the business, the reasons why it is
sought to be raised and submitted for a vote of the stockholders and if and why
it is deemed by the stockholder to be beneficial to the Company; and (f) if so
requested by the Company, all other information that would be required to be
filed with the Securities and Exchange Commission (the "SEC") if, with respect
to the business proposed to be brought before the meeting, the person proposing
such business was a participant in a solicitation subject to Section 14 of the
Exchange Act. Notwithstanding satisfaction of the above, the proposed business
may be deemed not properly before the meeting if, pursuant to state law or any
rule or regulation of the SEC, it was offered as a stockholder proposal and was
omitted from the proxy materials for the meeting.
For stockholder proposals to be considered for inclusion in the Company's
proxy materials for the 2000 Annual Meeting of Stockholders, the Secretary of
the Company must receive such proposals no later than December 2, 1999.
This proxy statement is accompanied by the Company's 1998 Annual Report
including financial statements for the year ended December 31, 1998. Upon
written request to the Corporate Secretary of the Company at 11301 Nall Avenue,
Leawood, Kansas 66211, by any shareholder whose proxy is solicited hereby, the
Company will furnish a copy of its 1998 annual report on Form 10-K, together
with financial statements and schedules thereto, without charge to the
shareholder requesting same.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Keith E. Bouchey
KEITH E. BOUCHEY
Corporate Secretary
Dated: April 2, 1999
Leawood, Kansas
18
<PAGE>
APPENDIX
The first sentence of Article Four of the Restated Articles of
Incorporation, as Amended, shall be amended in its entirety to read as
follows:
1. The total number of shares of stock the Corporation has
authority to issue shall be 100,000,000 shares, of which 50,000,000
shares shall be designated Preferred Stock (the "Preferred Stock") and
50,000,000 shares shall be designated Common Stock, par value $1.00
per share (the "Common Stock").
19
<PAGE>
---------------------------------------------------------------------------
PROXY PROXY
GOLD BANC CORPORATION, INC.
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints Michael W. Gullion and Keith E.
Bouchey and any one of them as a Proxy or Proxies, with the power to
appoint their substitutes, and hereby authorizes each of them to represent
and to vote, as designated on the reverse, all the shares of Common Stock
of Gold Banc Corporation, Inc. the undersigned is entitled to vote at the
Annual Meeting of Stockholders to be held on April 28, 1999, or any
adjournment or postponements thereof. This proxy revokes all prior proxies
given by the undersigned.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING
THE ENCLOSED PREPAID ENVELOPE.
(Continued and to be signed on the reverse side)
---------------------------------------------------------------------------
<PAGE>
Please date, sign and mail
your proxy card as soon as possible!
Annual Meeting of Stockholders
GOLD BANC CORPORATION, INC.
April 28, 1999
<TABLE>
<CAPTION>
Please Detach and Mail in the Envelope
Provided
<S> <C> <C> <C> <C> <C> <C>
---- ------------- ----------------- -------------------------------------- ----------------------------------------------------
A |X| Please mark your
votes as in
the
example
1.Election of
Directors FOR WITHHOLD
|_| |_| FOR AGAINST ABSTAIN
FOR ALL:(Except
Nominee(s) 2. Amendment to the Company's |_| |_| |_|
written below: NOMINEES: Restated Articles of
|_|___________ Michael W. Gullion Incorporation to increase
William Wallman authorized capital stock.
William H. Hagman, Jr.
3. Ratification of the selection |_| |_| |_|
of KPMG LLP as the Company's
accountants.
4. In their discretion, the Proxy is authorized to vote
upon such other business as may properly come before
the meeting and all matters incident to the conduct of
the meeting.
This proxy, when properly executed, will be voted in the
manner directed herein by the undersigned stockholder. If no
direction is made, this proxy will be voted FOR each of the
nominees for director listed, FOR the amendment to the
Company's Restated Articles of Incorporation, and FOR the
selection of KPMG LLP as the Company's accountants.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY
USING THE ENCLOSED PREPAID ENVELOPE.
Signature(s)___________________________________________ SIGNATURE IF HELD JOINTLY ___________ Dated:____________, 1999
NOTE: Please sign exactly as name appears above. When shares are held by
joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such.
If a corporation, please sign in full corporate name by President or
other authorized officer. If a partnership, please sign in
partnership name by an authorized person.
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>
