SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 9, 1999
GOLD BANC CORPORATION, INC.
(Exact name of registrant as specified in its charter)
KANSAS 0-28936 48-1008593
(State or other (Commission File Number) (IRS Employer
jurisdiction Identification
of incorporation) No.)
11301 Nall Avenue, Leawood, Kansas 66211
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (913) 451-8050
None
(Former name or former address, if changed since last report)
<PAGE>
ITEM 5. OTHER EVENTS.
Gold Banc Corporation, Inc. ("Gold Banc") is making
publicly available certain projections and related information in
regard to its recently announced acquisitions as described in
Exhibit 99.1 attached hereto.
Exhibit 99.1 contains certain estimates and projections
regarding the Company that constitute forward looking statements
(within the meaning of the Private Securities Litigation Reform
Act of 1995). Forward looking statements involve risks and
uncertainties that may cause actual results to differ materially
from those such statements. Factors that could cause actual
results to differ from those discussed in the forward looking
statements include, but are not limited to: (a) risk and
uncertainty related to the integration of the acquired companies
into the Company; (b) the potential loss of key personnel; (c)
changes in the local economic conditions that could adversely
affect the Company's loan portfolio; (d) an inadequate allowance
for loan losses which is needed to cover actual loan losses; (e)
an inability to manage interest rate risk that could reduce the
Company's net interest income; (f) complications with year 2000
issues and changes in technology that may impact the Company's
business; and (g) changes in regulatory requirements and the
competition.
ITEM 7. FINANCIAL STATEMENTS AND OTHER EXHIBITS.
EXHIBITS NO. DESCRIPTION
99.1 Projections and related information made
available by Gold Banc Corporation, Inc. in
regard to its recently announced
acquisitions.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
Dated: November 9, 1999.
Gold Banc Corporation, Inc.
By: /s/ J. Craig Peterson
J. Craig Peterson,
Chief Financial Officer
THE GOLD BANC STORY
<PAGE>
GOLD BANC CORPORATION
. A community banking and financial services organization,
building value for our shareholders around these objectives:
. Foster strong core internal growth by focusing on
metropolitan, higher growth areas in our marketplace so
we are not just dependent on acquisitions;
. Focus on growth in revenue, ROA, and ROE;
. Growth through accretive acquisitions, either into new
high growth markets that are contiguous to our existing
marketplace (such as with CountryBanc and Union) or
that follow our customers (such as with American), or
with "add-on" transactions to fill-in our market area
(such as with First Business Bank and Linn County
Bank);
. Effective blending of low-cost retail deposits
generated in our rural, county-seat towns with the loan
demand and asset generation capability of our more
metropolitan areas;
<PAGE>
GOLD BANC CORPORATION
. A community banking and financial services organization,
building value for our shareholders around these objectives:
. Developing our technology and operational platform to
allow our bankers to focus on sales and customer
service; and
. Leveraging our products and services by cross-selling
to increase the number of relationships among Gold
customers, so that increased revenues and profits are
not dependent on increased asset size.
<PAGE>
GOLD BANC CORPORATION
. Moving into Colorado and Florida is NOT a departure from our
growth objectives and acquisition strategy, which have NEVER
CHANGED from our earliest years:
. Acquire "FILL-IN" banks and financial service providers
in markets we currently occupy (KS, MO, OK), such as
with CountryBanc (OK), First Business Bank (MO) and
Linn County Bank (KS);
. Expand into CONTIGUOUS STATES AND COUNTIES, focusing on
more metropolitan, high growth areas, such as Denver,
Colorado and Edmond, Oklahoma;
. FOLLOW OUR CUSTOMERS, such as the large number of
customers retiring to the West Coast of Florida.
. Our strategy has ALWAYS been disciplined; moving into high
growth markets creates long-term momentum for Gold.
<PAGE>
OUR COMMUNITY BANKING MODEL
. Local decision making, local directors
. Each community bank president manages their local
community bank
. Embrace the social, civic and economic responsibilities of
the communities that we serve
. Focus on "Main Street" America; middle market customers
. Business customers with revenue of up to $200
million;
. Bigger banks view "middle market" as $1 billion in
revenue.
. Cross-sell Gold's full array of banking products
. Big bank services in a community banking
environment
. Brokerage, investment advisory, trust services,
international services, credit card, mortgage
banking, insurance
. Internet banking for retail and small business
customers
<PAGE>
WHAT ALLOWS OUR MODEL TO WORK?
. Decentralized decision making as it relates to our
customers;
. Centralized operational support allows our bankers to focus
on sales and customer service
. Drive costs down;
. Improve quality control;
. Broader array of product offerings;
. Improved customer service.
. We have broadened our management team and support
capabilities
. Mick Aslin, President;
. Craig Peterson, Chief Financial Officer;
. Joe Smith, Chief Information and Technology
Officer;
. Human resources, loan review, internal audit
functions.
<PAGE>
WHAT ALLOWS OUR MODEL TO WORK?
. We have expanded with cutting edge technology and enhanced
our management information systems
. Consolidated data processing
. Videoconferencing and call center
. Electronic banking gives Gold a significant competitive
advantage versus other community banks, gaining access to
customers via personal computers and telephone banking and
generating fee income and revenue growth.
<PAGE>
OUR STRATEGY
. Build our existing, core franchise
. Position the Company in more high growth areas,
either within existing or contiguous markets, to
allow us to derive more of our growth from core
operations and be less dependent on acquisitions,
especially once pooling of interests accounting is
eliminated;
. targeted revenue growth rate of 20% per
year
. Effective cross-selling of our products to
existing customers will allow us to grow revenues
and profits faster than the growth in assets.
. target ROA of 1.5%, target ROE of 15% -
18%
. Grow through strategic, accretive acquisitions.
. Increasingly focus on more metropolitan, high
growth areas;
. goal of at least 75% of our assets in
metropolitan areas
. Be #1 or #2 in our county-seat towns;
. Low-cost retail deposits in county-seat towns
(where asset growth is slower) fund and help drive
our asset growth in metropolitan areas.
<PAGE>
THE COUNTRYBANC ACQUISITION
<PAGE>
BUILDING VALUE THROUGH ACQUISITIONS
. The CountryBanc transaction is consistent with Gold's
acquisition objectives (contiguous market, fill-in):
. EXPAND INTO GROWING, THRIVING MARKETS:
CountryBanc is based in Oklahoma's largest and
fastest growing market (Oklahoma City area)
. ACQUIRE COMPANIES WITH A STRONG COMMUNITY BANKING
PRESENCE AND SOLID MARKET SHARE: CountryBanc has
at least 25% market share in 82% of the
communities in which it is based.
. ACQUIRE HIGH PERFORMING, PROFITABLE COMPANIES:
CountryBanc has a return on assets of 1.2% and a
net interest margin of 5.07%.
. ACQUISITION IMMEDIATELY ACCRETIVE TO EARNINGS PER
SHARE: the CountryBanc deal will add to Gold's
earnings per share in 2000.
. Projected to be 16% accretive to 1999
earnings per share and 10% accretive to 2000
earnings per share on a full year stand-alone
basis (versus Gold as it currently stands).
<PAGE>
TRANSACTION SUMMARY
Target: CountryBanc Holding Company
Edmond, Oklahoma
Target ownership: Private
Deal value: Approx. $82.7 million
Consideration: Gold Banc common stock
Exchange ratio: Fixed; 7,971,589 shares of
Gold issued for all
CountryBanc shares
Walkaway price (Gold stock): $9.50 per share
Accounting: Pooling of interests
Tax-free exchange
Target total assets: $530 million
<PAGE>
TRANSACTION SUMMARY
Price to LTM earnings: 11.6x
Price to Proj. 2000 earnings: 9.8x
Anticipated cost savings: 10% to 15% of
CountryBanc expenses
Expected closing: Early First Quarter 2000
Due diligence: Completed
Projected accretion to
earnings per share 1999 16%
(full-year stand alone basis) 2000 10%
<PAGE>
COUNTRYBANC HOLDING COMPANY
. Formed in December 1995 to acquire and operate community
banks in Oklahoma and Kansas.
. Acquired three banks in Oklahoma in October 1996 ($363
million in assets); supported with venture capital funds.
. Closed three additional deals ($61 million in assets) since
then, and have an additional deal ($82 million) pending.
. Pro forma for pending acquisitions, CountryBanc will be $530
million in assets and $456 million in deposits.
. CountryBanc owned by institutions (46%), individuals (41%)
and Don McNeill, Company founder (13%).
<PAGE>
COUNTRYBANC FINANCIAL HIGHLIGHTS
. At September 30, 1999 (pro forma)
. Assets $530 million
. Deposits $456 million
. Loans $360 million
. Net interest margin (YTD 1999) 5.07%
. Return on assets (YTD 1999) 1.20%
. Efficiency ratio (YTD 1999) 62.00%
<PAGE>
INVESTMENT MERITS
. ACQUISITION OF STRONG PERFORMING COMMUNITY BANK AT AN
ATTRACTIVE MULTIPLE TO EARNINGS.
. DOMINANT MARKET SHARE MEANS PRICING POWER AND STRONG
MARGINS: in CountryBanc's 17 communities, it has greater
than 25% market share in 14 of these markets, allowing for
pricing power and customer retention.
. COMBINATION OF "HIGH TOUCH" COMMUNITY BANKING WITH A MODERN
PLATFORM AND DELIVERY SYSTEM.
. STRONG CREDIT QUALITY.
. THE COMPANY IS HEADQUARTERED IN OKLAHOMA'S LARGEST AND
FASTEST GROWING MARKET (EDMOND-OKLAHOMA CITY).
<PAGE>
INVESTMENT MERITS
. ENHANCES GOLD'S MARKET PRESENCE IN OKLAHOMA: When
combined with Gold's existing Tulsa affiliate, Citizens Bank
of Tulsa, Gold's total deposits in Oklahoma will increase to
10th largest in the state, with total deposits of $653
million (at June 30, 1998).
<PAGE>
MARKET SHARE
With the CountryBanc acquisition, Gold will become the 10th
largest in Oklahoma in deposit size
With approximately 283 depository institutions in the state at
this time, we have the opportunity to follow our acquisition
philosophy of gaining a strong foothold in a fast growing market
and building it with additional acquisitions and in-market
growth.
MARKET SHARE - STATE OF OKLAHOMA
AS OF JUNE 30, 1998
PRO FORMA FOR ALL PENDING ACQUISITIONS
(Dollars in thousands)
STATE
MKT
DEPOSITS SHR
1 BOK Financial Corp. 3,704,052 10.42%
2 Bank One Corp. 2,406,726 6.77%
3 Bank of America Corporation 2,246,422 6.32%
4 BankFirst Corp. 2,123,946 5.97%
5 Local Financial Corp. 1,754,133 4.93%
6 Midland Financial Co. 1,642,714 4.62%
7 Arvest Bank Group, Inc. 1,352,212 3.80%
8 Southwest Bancorp, Inc. 828,571 2.33%
9 Commercial Federal Corp. 783,823 2.20%
10 GOLD BANC CORPORATION 653,177 1.84%
Source: SNL Securities
<PAGE>
THE GOLD BANC FAMILY
[graphic - Colorado, Kansas, Missouri, Oklahoma and Florida]
<PAGE>
FINANCIAL IMPACT - YEAR 2000
<TABLE>
<CAPTION>
(1)(2)
GLDB GLDB
PRO PRO
FORMA COUNTRY ADJ. FORMA
<S> <C> <C> <C> <C>
Net interest income 90,700 26,800 1,000 118,500
Provision for loan losses 5,070 1,100 0 6,170
Net int inc after prov for
ln losses 85,630 25,700 1,000 112,330
Other income 49,945 4,365 1,000 55,310
Other expenses 80,740 16,200 (1,750) 95,190
Goodwill amortization 2,380 895 0 3,275
Income before taxes 52,455 12,970 3,750 69,175
Income taxes 17,725 4,541 1,315 23,580
Net income 34,730 8,430 2,435 45,595
Avg diluted shares 32,819 7,972 40,790
Earnings per share $1.12
- -% stand alone accretion 10%
Average loan 1,587,979 399,100 1,987,079
Average earning assets 2,269,689 513,068 2,782,757
Average deposits 1,864,548 512,370 2,376,918
Average
interest-bearing
liabilities 2,020,725 513,320 2,534,045
Average equity 179,151 56,090 235,241
Average assets 2,428,714 574,696 3,003,410
Common equity 192,601 60,530 253,131
Total assets 2,572,364 597,000 3,169,364
YEAR-END 2000
Total shares
outstanding 32,819 7,972 40,791
Book value per
share $5.87 $6.21
<FN>
<F1> Includes all pending acquisitions
</FN>
<F2> Does not include one-time pooling costs
</FN>
</TABLE>
FULL YEAR IMPACT:
Assumes transaction closes January 1, 2000
REVENUE ENHANCEMENTS:
1. Recent plan to increase service charges
2. Cross selling of GLDB products
COST SAVINGS:
1. Operational efficiency and consolidation of backroom
operations.
<PAGE>
FIRST BUSINESS BANK AND
LINN COUNTY BANK ACQUISITIONS
<PAGE>
IN-MARKET "FILL-IN" ACQUISITIONS
. First Business Bank of Kansas City, NA, the banking
subsidiary of First Business Bancshares of Kansas City, is
located in the heart of Kansas City's popular Country Club
Plaza and serves a strong small business market.
. First Business Bank has a loan and leasing division in
Johnson County, Kansas.
. Linn County Bank, a subsidiary of DSP Investments, is the
oldest established community bank in Kansas and has a
Lenexa, Kansas (Johnson County) location.
. Both banks will be merged with and into Gold's flagship
subsidiary, Gold Bank.
<PAGE>
TRANSACTION SUMMARY
Target: FIRST BUSINESS LINN COUNTY
Deal value: $26.7 million $9.2 million
Consideration: Gold stock 52% stock/48% cash
Exchange ratio: Floating, between Floating
$11.00 and $13.50 (stock portion)
Gold stock price
Walkaway price
(Gold stock): $10.50 per share None
Accounting: Pooling Purchase
Tax-free exchange Stock portion
tax-free
Target total assets: $120 million $54 million
Price to 2000 est EPS: 15.8x 14.2x
Price to book value: 299% 230%
<PAGE>
TRANSACTION SUMMARY
Target: FIRST BUSINESS LINN COUNTY
Projected cost savings
(% of non-interest
expense) 20% - 30% 20% - 30%
Impact on Gold EPS Accretive Accretive
Due diligence: Completed Completed
Anticipated closing: 1st Quarter 2000 1st Quarter 2000
<PAGE>
INVESTMENT MERITS
. Two entries for Gold into the Kansas City area marketplace;
. Both First Business Bank and Linn County Bank are strong
small business lenders;
. In-market combinations provide for strong earnings and
enhanced opportunity for asset growth at Gold's flagship
banking subsidiary;
. Enhances local identity through the addition of new
employees, bank board members and new Gold stockholders;
. Both banks have strong community banking reputations and
experienced and successful local management teams.
<PAGE>
INVESTMENT MERITS
. ENHANCES GOLD'S MARKET PRESENCE IN KANSAS: After these
transactions, on a consolidated basis, Gold will be the
fourth largest commercial banking company, in terms of
deposits, headquartered in Kansas, and ninth largest
commercial bank in Kansas overall, with total deposits of
$631 million (as of June 30, 1998).
<PAGE>
MARKET SHARE
With the pending acquisitions, Gold will become the 4th largest
commercial bank in Kansas, in terms of deposits size, of
institutions headquartered there, and the 9th largest commercial
bank overall.
With approximately 365 depository institutions in the state at
this time, we have the opportunity to follow our acquisition
philosophy of adding "fill-in" acquisitions to gain market share,
grow, and add to revenues and net income through economies of
scale.
MARKET SHARE - STATE OF KANSAS
COMMERCIAL BANKING COMPANIES ONLY (THRIFTS NOT INCLUDED)
AS OF JUNE 30, 1998
PRO FORMA FOR ALL PENDING ACQUISITIONS
(Dollars in thousands)
STATE
DEPOSITS MKT SHR
1 Bank of America Corporation 2,913,419 9.87%
2 Intrust Financial Corp. 1,773,048 6.01%
3 Commerce Bancshares, Inc. 1,726,704 5.85%
4 Firstar Corp. 1,290,820 4.37%
5 UMB Financial Corp. 1,248,235 4.23%
6 Valley View Bancshares, Inc. 1,169,782 3.96%
7 First National of Nebraska 739,656 2.51%
8 Emprise Financial Corporation 645,252 2.19%
9 GOLD BANC CORPORATION 631,237 2.14%
Source: SNL Securities
<PAGE>
OTHER PENDING
TRANSACTIONS
<PAGE>
EXPANSION INTO GROWING MARKETS
[graphic - U.S. map]
. Denver economy strong and diversified;
. Acquisition activity in the region has left small to middle
market businesses and consumers underserved, giving Union
the opportunity to gain market share and grow.
UNION BANKSHARES, LTD.
. largest bank acquisition announced in Colorado since
September 1997
. contiguous, high growth market
. $340 million in assets
. metropolitan Denver area
. current exchange is 1.773 Gold shares per Union share (with
Gold price below $13)
. at a stock price for Gold of $11 (the "walkaway"), the deal
is worth $19.50 per Union share, or 260% of June 30 book
value
. deal value is 38.2x LTM EPS, but only 21.3x
projected 2000 earnings
(we are buying Union for next year's earnings)
Since January 1, 1998, median bank acquisition multiples in
Colorado have been 307% of book value and 18 times LTM earnings.
<PAGE>
UNION BANKSHARES, LTD.
. Entry into the strong and fast growing metropolitan Denver
market.
. Significant opportunities for cost savings
. Efficiency ratio of 71% for the year-to-date June
1999
. Opportunities to consolidate and right-size
staffing levels
. Significant opportunities for revenue enhancements
. Bank service charges significantly below
competition
. Opportunity to expand commercial lending and grow
. Bring Gold's products and services to a new
customer base and cross-sell to Union customers.
. Opportunity to acquire additional community banks in the
area, integrate with Union, and add scale.
<PAGE>
EXPANSION INTO GROWING MARKETS
[graphic - U.S. map]
. Third in deposit market share in Manatee County
. Manatee County, Florida is the nation's second fastest
growing county over last ten years.
. With this acquisition, Gold will have 75 percent of its
assets in high growth metropolitan markets.
AMERICAN BANCSHARES, INC.
. following our customers
. $485 million in assets
. Bradenton and Sarasota, Florida market
. current exchange is 1.653 Gold shares per American share
(with Gold price below $11)
. at a stock price for Gold of $10, the deal is worth $16.53
per American share, or 308% of June 30 book value
. deal value is 42.4x LTM earnings, but only 19.2x 2000
projected earnings
(we are buying American for next year's earnings)
Since January 1, 1998, median acquisition multiples in Florida
have been 285% of book value and 30 times LTM earnings.
<PAGE>
AMERICAN BANCSHARES, INC.
. Entry into thriving market by acquiring one of Florida's
largest remaining independent community banks.
. Significant opportunities for cost savings
. Efficiency ratio of 74% for the year-to-date June
1999
. Consolidate and right-size redundant back office
operations
. Start-up branching costs eliminated
. Significant opportunities for revenue enhancements
. Bank only recently initiated service charge policy
. Opportunity to expand commercial lending and grow
. Bring Gold's products and services to a new
customer base and cross-sell to American
customers.
. Opportunity to acquire additional community banks in the
area, integrate with American, and add scale.
<PAGE>
PROVIDING SHAREHOLDER VALUE
GOLD BANC CORPORATION
FULL YEAR 2000 FORECAST
ASSUMES ALL ACQUISITIONS CLOSE JANUARY 1, 2000
(Dollars in thousands)
<TABLE>
<CAPTION>
FIRST
BUS & GLDB GLDB
PRO FORMA LINN PRO PRO
FULL YEAR 2000 GLDB CO. FORMA UNION FORMA
<S> <C> <C> <C> <C> <C>
Net income<F1> 17,905 1,795 19,700 2,325 22,025
Revenue enhancements
(after tax) 0 0 1,435 1,435
Cost savings
(after tax) 940 940 1,750 2,690
Pro forma net income 17,905 2,735 20,640 5,510 26,150
Existing/new shares
outstanding 17,182 2,637 19,819 5,000 24,819
Earnings per share $1.04 $1.04 $1.05
STAND-ALONE ACCRETION
TO EPS 1%
CUMULATIVE ACCRETION
TO EPS 1%
ESTIMATED CALENDAR
YEAR 2000 IMPACT
PRO FORMA NET
INCOME <F1> $17,905 2,735 $20,640 $4,979 $25,619
FULLY DILUTED SHARES
OUTSTANDING 17,182 2,539 19,721 5,000 24,721
EARNINGS PER SHARE $1.04
<CAPTION>
GLDB GLDB
PRO FORMA PRO PRO
FULL YEAR 2000 AMERICAN FORMA COUNTRY FORMA
<S> <C> <C> <C> <C>
Net income<F1> 4,485 26,511 8,430 34,940
Revenue enhancements 1,788 3,223 1,300 4,523
(after tax)
Cost savings 2,308 4,998 1,135 6,133
(after tax)
Pro forma net income 8,580 34,730 10,865 45,595
Existing/new shares 8,000 32,819 7,972 40,790
outstanding
Earnings per share $1.06 $1.12
STAND-ALONE ACCRETION
TO EPS 1% 10%
CUMULATIVE ACCRETION
TO EPS 2% 7%
ESTIMATED CALENDAR
YEAR 2000 IMPACT
PRO FORMA NET
INCOME <F1> $7,897 $33,516 $10,256 $43,773
FULLY DILUTED SHARES
OUTSTANDING 8,000 32,721 7,972 40,693
EARNINGS PER SHARE $1.08
<FN>
<F1>
Does not include one-time pooling costs.
</FN>
</TABLE>
<PAGE>
PROVIDING SHAREHOLDER VALUE
<TABLE>
GOLD BANC CORPORATION
YEAR 2000 BALANCE SHEET FORECAST
Assumes All Deals Close January 1, 2000
<CAPTION>
FIRST
BUS & GLDB GLDB
LINN PRO PRO
GLDB CO. FORMA UBSC FORMA
<S> <C> <C> <C> <C> <C>
Average loans 910,220 130,759 1,040,979 193,200 1,234,179
Average earning
assets 1,225,970 162,869 1,388,839 328,900 1,717,739
Average deposits 1,056,000 142,058 1,198,058 324,300 1,522,358
Average
interest-bearing
liabilities 1,128,000 161,525 1,289,525 339,850 1,629,375
Average equity 98,450 14,601 113,051 34,550 147,601
Average assets 1,330,120 179,594 1,509,714 364,000 1,873,714
Common equity 109,550 14,601 124,151 36,900 161,051
Total assets <F1> 1,379,870 179,594 1,559,464 387,900 1,947,364
Total shares
outstanding 17,182 2,637 19,819 5,000 24,819
Book value
per share <F1> $6.38 $6.26 $6.49
<CAPTION>
GLDB GLDB
PRO PRO
ABAN FORMA COUNTRY FORMA
<S> <C> <C> <C> <C>
Average loans 353,800 1,587,979 399,100 1,987,079
Average earning
assets 551,950 2,269,689 513,068 2,782,757
Average deposits 342,190 1,864,548 512,370 2,376,918
Average
interest-bearing
liabilities 391,350 2,020,725 513,320 2,534,045
Average equity 31,550 179,151 56,090 235,241
Average assets 555,000 2,428,714 574,696 3,003,410
Common equity 31,550 192,601 60,530 253,131
Total assets <F1> 625,000 2,572,364 597,000 3,169,364
Total shares
outstanding 8,000 32,819 7,972 40,791
Book value
per share <F1> $5.87 $6.21
<FN>
<F1>
(1) Does not include one-time pooling costs.
</FN>
</TABLE>
<PAGE>
A SUCCESSFUL RECORD
OF GROWTH THROUGH
ACQUISITIONS
<PAGE>
SUCCESSFUL RECORD OF ACQUISITION AND INTEGRATION
GOLD BANC CORPORATION
ACQUISITIONS SINCE JANUARY 1, 1998
<TABLE>
<CAPTION>
ASSETS PRESIDENT DATA PROC.
ACQUISITION STATE (SM) CLOSED RETAINED CONVERSION
<S> <C> <C> <C> <C> <C>
Linn County Bank KS 54 pending 1Q2000
First Business Bank of KC MO 120 pending X 1Q2000
CountryBanc Holding Company OK 530 pending X 2Q2000
American Bancshares, Inc. FL 485 pending X 2Q2000
Union Bankshares, Ltd. CO 340 pending X 1Q2000
Citizens Bank of Tulsa OK 225 Dec-98 X 1Q2000
First State Bank & Trust Co. KS 112 Oct-98 X
Tri County National Bank KS 44 Aug-98 X X
Peoples State Bank KS 21 Aug-98 X X
Farmers State Bank KS 48 Jul-98 X X
First National Bank KS 30 Feb-98 X
Regional Investment Co. KS Mortgage Jul-99 X 4Q1999
bank
CompuNet Engineering KS Technology Feb-99 X X
services
The Trust Company MO Trust Dec-98 X X
company
Midwest Capital Management KS Broker/ Jan-98 X X
dealer
<CAPTION>
INTEGRATED PRODUCTS
TRUST CREDIT ATM MTG. RETAIL INTERNET
ACQUISITION SERVICES CARD CARDS LOANS BROKERAGE BKNG
<S> <C> <C> <C> <C> <C> <C>
Linn County Bank 1Q2000 1Q2000 1Q2000 1Q2000 1Q2000 1Q2000
First Business Bank of KC 1Q2000 1Q2000 1Q2000 1Q2000 1Q2000 1Q2000
CountryBanc Holding Company 2Q2000 2Q2000 2Q2000 2Q2000 2Q2000 2Q2000
American Bancshares, Inc. 2Q2000 2Q2000 2Q2000 2Q2000 2Q2000 2Q2000
Union Bankshares, Ltd. 1Q2000 1Q2000 1Q2000 1Q2000 1Q2000 1Q2000
Citizens Bank of Tulsa 1Q2000 1Q2000 1Q2000 1Q2000 1Q2000 1Q2000
First State Bank & Trust Co. X X X 4Q1999 X 1Q2000
Tri County National Bank X X X 4Q1999 X 1Q2000
Peoples State Bank X X X 4Q1999 X 1Q2000
Farmers State Bank X X X 4Q1999 X 1Q2000
First National Bank X X X 4Q1999 X 1Q2000
Regional Investment Co.
CompuNet Engineering
The Trust Company
Midwest Capital Management
<CAPTION>
Integrated Services
Policies/ HR/Audit/
ACQUISITION Proc. Loan Rev.
<S> <C> <C>
Linn County Bank 1Q2000 1Q2000
First Business Bank of KC 1Q2000 1Q2000
CountryBanc Holding Company 2Q2000 2Q2000
American Bancshares, Inc. 2Q2000 2Q2000
Union Bankshares, Ltd. 1Q2000 1Q2000
Citizens Bank of Tulsa 1Q2000 1Q2000
First State Bank & Trust Co. X X
Tri County National Bank X X
Peoples State Bank X X
Farmers State Bank X X
First National Bank X X
Regional Investment Co. X X
CompuNet Engineering X X
The Trust Company X X
Midwest Capital Management X X
</TABLE>
<PAGE>
A RECORD OF STRONG GROWTH
<TABLE>
<CAPTION>
Projected
Compound Compound
At or for the year ended Annual Annual
December 31, Growth Growth<F1>
2000E<F1><F2> 1998 1994 1994-1998 1998-2000
<S> <C> <C> <C> <C> <C>
Net interest income 118,500 35,608 14,385 25% 82%
Non-interest income 55,310 8,778 917 76% 151%
Net income<F3> 45,595 9,122 3,132 31% 124%
Earnings per share<F3> $1.12 $0.55 $0.29 17% 43%
Total assets 3,169,364 1,111,356 453,065 25% 69%
Total loans 1,987,079 723,364 271,148 28% 66%
Total deposits 2,376,918 926,687 391,514 24% 60%
Total equity 253,131 83,811 24,479 36% 74%
<FN>
<F1>
1994-1998 forecasted figures are as reported and do not include retroactive restatements
from pooling of interests acquisitions closed after December 31, 1998.
</FN>
<FN>
<F2>
Year 2000 income statement figures are full year run-rate; assumes all pending
acquisitions close January 1, 2000.
</FN>
<FN>
<F3>
Does not include one-time pooling costs
</FN>
</TABLE>
<PAGE>
CREATING AMERICA'S PREMIER COMMUNITY BANKING
AND FINANCIAL SERVICES COMPANY
[graphic]
ACQUISITIONS OF :
CountryBanc Holding Company (Edmond, OK)
First Business Bank of Kansas City, NA (Kansas City, MO)
Linn County Bank (LaCygne, KS)
OCTOBER 25, 1999
<PAGE>
FORWARD LOOKING INFORMATION
The presentation may contain comments or information that
constitute forward-looking statements (within the meaning of the
Private Securities Litigation Reform Act of 1995), which involve
significant risks and uncertainties. Actual results may differ
materially from the results discussed in the forward-looking
statements or materials. Factors that might cause such a
difference include, but are not limited to: (1) expected cost
savings cannot be fully realized within the expected time frame;
(2) revenues are lower than expected; (3) competitive pressures
among depository institutions increase significantly; (4) cost or
difficulties related to the integration of organizations acquired
are greater than expected; (5) changes in the interest rate
environment reduce interest margins; (6) general economic
conditions, either nationally or in states in which the company
will be doing business are less favorable than expected; and (7)
legislation or regulatory changes adversely affect the business
in which the company would be engaged.
<PAGE>
CONTENTS
1. The Gold Banc Story
2. The CountryBanc Acquisition
3. First Business Bank and
Linn County Bank Acquisitions
4. Other Pending Transactions
5. A Successful Record of
Growth through Acquisitions
