SCHEDULE 14A
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. __)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as
permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c)
or Section 240.14a-12
Gold Banc Corporation, Inc.
(Name of Registrant as Specified In Its Charter)
___________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-
6(i)(4) and 0-11.
1)Title of each class of securities to which transaction
applies:
_____________________________________________________________
2)Aggregate number of securities to which transaction
applies:
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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):
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[ ] 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:
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4)Date Filed:
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<PAGE>
[LOGO]
GOLD BANC CORPORATION, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 26, 2000
THE ANNUAL MEETING OF STOCKHOLDERS OF GOLD BANC CORPORATION,
INC. (THE "COMPANY") WILL BE HELD IN PAVILION I AT THE FAIRMONT,
401 WARD PARKWAY, COUNTRY CLUB PLAZA, KANSAS CITY, MISSOURI, ON
APRIL 26, 2000, AT 10:00 A.M. LOCAL TIME FOR THE FOLLOWING
PURPOSES:
1. To elect two Class I Directors to serve for a term of
three years.
2. To ratify the appointment of KPMG LLP as the
independent auditors of the Company for the 1999 fiscal
year.
3. To increase the number of shares held by the 1996
Equity Compensation Plan.
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 22, 2000 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 3, 2000
<PAGE>
GOLD BANC CORPORATION, INC.
11301 NALL AVENUE
LEAWOOD, KANSAS 66211
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 26, 2000
GENERAL INFORMATION
This proxy statement is being furnished on or about April 7,
2000 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 Fairmont, 401 Ward Parkway, Country
Club Plaza, Kansas City, Missouri, at 10:00 a.m. on Wednesday,
April 26, 2000. 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 (a) so notifying the Secretary of the Company, (b)
exercising a proxy of a later date and delivering such later
proxy to the Corporate Secretary of the Company prior to the
Annual Meeting or (c) 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, 2000. 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, 2000.
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 22, 2000, the record date for determining
stockholders entitled to vote at the Annual Meeting, the Company
had outstanding and entitled to vote approximately 38,087,316
shares of common stock, par value $1.00 per share (the "Common
Stock"). Each outstanding share of Common Stock entitles the
record holder to one vote.
CERTAIN BENEFICIAL OWNERSHIP OF THE COMPANY'S COMMON STOCK
The following table sets forth information as of February
28, 2000 concerning the shares of Common Stock beneficially owned
by (a) each person known by the Company to be the beneficial
owner of 5% or more of the Company's outstanding Common Stock,
(b) each of the directors of the Company, (c) each of the
executive officers of the Company named in the Summary
Compensation Table and (d) all directors and executive officers
of the <PAGE> Company as a group. Unless otherwise indicated,
the named beneficial owner has sole voting and investment power
over the shares listed.
NAME AND ADDRESS OF NUMBER OF SHARES PERCENTAGE OF SHARES
BENEFICIAL OWNER BENEFICIALLY BENEFICIALLY OWNED
OWNED
Michael W. Gullion <F1> 1,900,403 10.87%
11301 Nall Avenue
Leawood, Kansas 66221
William R. Hagman, Jr. 857,107 4.90%
<F2>
224 Via Napoli
Naples, Florida 34101
William Wallman <F3> 446,302 2.55%
William F. Wright <F3> 322,520 1.85%
Allen D. Petersen <F3> 311,156 1.78%
<F4>
Keith E. Bouchey <F5> 94,700 <F*>
Malcolm M. Aslin <F6> 3,189 <F*>
Joseph F. Smith <F7> 3,000 <F*>
Directors and executive 3,938,377 22.53%
officers as a group (8
persons)
_______________________
[FN]
<F*> Less than 1%.
<F1> Includes: (a) 1,057,478 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; (b) 1,422 shares owned by Mr. Gullion's wife, as
custodian for their children under the Kansas Uniform
Transfers to Minors Act; (c) 711 shares owned by Mr.
Gullion's child; and (d) 175,000 shares that can be acquired
pursuant to options.
<F2> Includes: (a) the following record owners that are subject
to the terms of proxies granting Mr. Hagman the right to
vote the shares: 130,982 shares owned by Dorothy F. Hagman,
Trustee u/t/a 9/13/82; 1,000 shares owned by Phyllis
Estrada, Trustee u/t/a 9/3/82; 176,474 shares owned by John
R. Hagman, Trustee u/t/a 12/19/97; 72,825 shares owned by
Susan G. Hagman, Trustee u/t/a 12/19/97; 125,000 shares
owned by Sharon R. Redmond and Richard I. Redmond, JTWROS;
10,000 shares owned by Hagman Associates, L.P., of which Mr.
Hagman is Managing Partner; 2,360 shares owned by H&H
Investment Partnership, of which Mr. Hagman is a partner;
100,001 shares owned by the Hagman Family Irrevocable Trust
#1, of which Mr. Hagman is co-trustee; and 117,649 shares
owned by the Hagman Family Irrevocable Trust #2, of which
Mr. Hagman is co-trustee; (b) 118,316 shares owned by
William R. Hagman, Jr., Trustee u/t/a 12/19/86; and (c)
2,500 shares that may be acquired pursuant to options.
<F3> Subject to the terms of an agreement granting Mr. Gullion
voting control over such shares; includes 7,500 shares that
may be acquired pursuant to options.
<PAGE>
<F4> 303,656 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.
<F5> Includes: (a) 30,000 shares held in the name of Holyrood
Bancshares, Inc., of which Mr. Bouchey is a director,
officer and stockholder; (b) 1,200 shares owned by children
of Mr. Bouchey; and (c) 52,500 shares that may be acquired
pursuant to options.
<F6> Includes 2,500 shares that may be acquired pursuant to
options.
<F7> Includes: (a) 500 shares owned by a trust in which Mr. Smith
is the beneficiary, and (b) 2,500 shares that may be
acquired pursuant to options.
</FN>
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: (a) 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 (b) 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: (a) the date Mr. Gullion
ceases to be Chairman and/or Chief Executive Officer of the
Company; or (b) 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: (a) the date Mr. Gullion ceases
to be Chairman and/or Chief Executive Officer of the Company; or
(b) 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.
ELECTION OF DIRECTORS
The Board of Directors is divided into three classes,
elected for terms of three years and until their successors are
elected and qualified. Two Class I directors are to be elected
at the Annual Meeting. The proxies named in the accompanying
proxy intend to vote for the election of William F. Wright and
Malcolm M. Aslin. In the event Messrs. Wright and Aslin 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 I directors who receive the greatest number of
votes cast for election of directors at the meeting, a quorum
being present, shall be elected directors of the Company.
Abstentions, broker nonvotes and instructions on the accompanying
proxy card to withhold authority to vote for one or more of the
nominees will result in the respective nominees receiving fewer
votes.
<PAGE>
Information Concerning Nominees
The following table sets forth information about the
nominees to the Board of Directors.
CLASS I - TERM EXPIRING 2000
PRINCIPAL OCCUPATION AND
NAME AGE FIVE-YEAR EMPLOYMENT HISTORY
William F. Wright 57 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 and Chief
Executive Officer of AMCON Distributing
Company, a wholesale distributor
headquartered in Omaha, Nebraska.
Malcolm M. Aslin 52 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
(a) Chairman of the Board of Western
National Bank and Unison
Bancorporation, Inc. in Lenexa, Kansas
and (b) Chairman and Managing Director
of CompuNet Engineering, L.L.C., an
Overland Park, Kansas computer service
business the Company acquired in
February 1999. 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.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE
NOMINEES LISTED ABOVE.
Information Concerning Directors Continuing in Office
The following tables set forth information about the
directors who are continuing in office for the respective periods
and until their successors are elected and qualified.
CLASS II - TERM EXPIRING 2001
PRINCIPAL OCCUPATION AND
NAME AGE FIVE-YEAR EMPLOYMENT HISTORY
Keith E. Bouchey 49 Mr. Bouchey was elected as a Director
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 until July
7, 1999. He now serves as Executive
Vice President - Mergers and
Acquisitions and Corporate Secretary.
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.
<PAGE>
Allen D. 59 Mr. Peterson was appointed to the Board
Petersen 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 Hoffman
Estates, Illinois, a suburb of Chicago,
Illinois.
CLASS III - TERM EXPIRING 2003
PRINCIPAL OCCUPATION AND
NAME AGE FIVE-YEAR EMPLOYMENT HISTORY
Michael W. 45 Mr. Gullion has served as Chairman of
Gullion 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 76 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. 64 Mr. Hagman has served in an advisory
Hagman, Jr. capacity to the Board of Directors
since November 12, 1998. He currently
is a Director and serves as Chairman of
the audit committee. 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. Mr.
Hagman is presently involved in
managing investments for his company.
COMMITTEES OF THE BOARD OF DIRECTORS
The standing committees of the Board of Directors during
1999 consisted of an Audit Committee, Compensation Committee and
Nominating Committee.
The Audit Committee consists of Messrs. Hagman and Wallman.
The Audit Committee annually makes recommendations to the Board
of Directors regarding the appointment of independent auditors of
the Company and reviews the results and scope of audits.
The Compensation Committee consists of Messrs. 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 <PAGE> 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,
Aslin and Bouchey requiring the Nominating Committee to
renominate them to the Board of Directors throughout the term of
their employment agreements.
During the 1999 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 1999 received
$8,000 annually, $1,000 per meeting attended, $500 per telephonic
meeting and options to purchase 2,500 shares of the Company's
Common Stock at an exercise price of $13.25 per share for serving
on the Board of Directors. In addition, the Company reimburses
directors for expenses incurred in connection with attendance at
meetings of the Board of Directors and committees thereof.
Employees of the Company receive no additional compensation for
serving as a director.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During the fiscal year ended December 31, 1999, 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
two 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 11 of this proxy statement.
<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 1999, the Committee
considered, among other matters, the Company's performance during
1999 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 1999, the Committee set Mr. Gullion's base
salary at $250,000. His 1999 compensation also included $150,000
(60% 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 1999, based largely
upon the Company's success during the year as measured by
favorable growth in the Company's assets, favorable improvement
in the return on the Company's assets and equity and
acquisitions made during the year. For 2000, Mr. Gullion's base
salary will remain $250,000, and his target incentive bonus
opportunity will also remain at 60% of his base salary.
LONG-TERM INCENTIVE COMPENSATION
The Board of Directors and the Company believe that stock
options create a mutuality of interests between the Company's
executive officers and stockholders. The long-term incentive
compensation for executive officers has consisted of awards of
stock options granted under the Company's 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
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 $100,000 during the last fiscal year.
<PAGE>
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Annual Compensation Long Term Compensation Awards
Name and Securities All Other
Principal Underlying Compensation($)
Position Year Salary Bonus($)(1) Options (#)
<S> <C> <C> <C> <C> <C>
Michael W. 1999 $250,000 $150,000 35,000 $15,568 <F3><F6>
Gullion 1998 $250,000 $150,000 70,000 <F2> $13,687 <F3>
Chief 1997 $241,000 $112,500 70,000 <F2> $16,809 <F3>
Executive
Officer
Keith E. 1999 $156,000 $0 2,500 $9,159 <F5><F6>
Bouchey 1998 $156,000 $0 25,000 <F4> $7,162 <F5>
Executive 1997 $156,000 $31,000 25,000 <F4> $7,841 <F5>
Vice
President -
Mergers &
Acquisitions
and Corporate
Secretary
Malcolm M. 1999 $118,750 $0 2,500 $8,537 <F6><F7><F8>
Aslin <F9>
President and
Chief
Operating
Officer
Joseph F. 1999 $96,576 $0 2,500 $9,051 <F6><F7><F8>
Smith <F9>
Executive Vice
President and
Chief
Technology
Officer
____________________
<FN>
<F1> Represents amounts earned in fiscal year. Actual cash
payment is made in the following fiscal year.
<F2> 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 by outstanding option awards were
multiplied by two and the per share exercise prices of
outstanding option awards were divided by two.
(3) Includes 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.
(6) Includes imputed income for group term life insurance in
excess of $50,000.
(7) Includes personal use of Company-owned automobile.
(8) Includes country club membership dues.
(9) Mr. Aslin and Mr. Smith became employees of the Company in
1999.
</FN>
</TABLE>
<PAGE>
OPTIONS GRANTED AND OPTIONS EXERCISED IN LAST FISCAL YEAR
The following tables set forth certain information
concerning options granted during the fiscal year ended December
31, 1999 to the Executive Officers named in the Summary
Compensation Table and the number and value of the unexercised
options held by such persons on December 31, 1999:
<TABLE>
<CAPTION>
OPTION GRANTS IN LAST FISCAL YEAR
Potential Realized Value
Number of As Assumed Annual
Securities Percent of Total Rates of Stock Price
Underlying Options Granted Exercise or Appreciation
Options to Employees in Base Price Expiration For Option Term
Name Granted (#) Fiscal Year ($/Share) Date
5% 10%
<S> <C> <C> <C> <C> <C> <C>
Michael W. Gullion 35,000 7.30% $13.25 2/11/2009 $291,650 $739,098
Keith E. Bouchey 2,500 .5% $13.25 2/11/2009 $20,832 $52,792
Malcolm M. Aslin 2,500 .5% $13.25 2/11/2009 $20,832 $52,792
Joseph F. Smith 2,500 .5% $13.25 2/11/2009 $20,832 $52,792
</TABLE>
<TABLE>
<CAPTION>
OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUES
Number of Value of
Underlying Unexercised In-
SHARES Unexercised the-Money
ACQUIRED Options at Fiscal Options AT
OF YEAR-END (#) FISCAL YEAR-END ($)(1)
EXERCISE VALUE Exercisable/ Exercisable/
NAME (#) RECEIVED ($) UNEXERCISABLE UNEXERCISABLE
<S> <C> <C> <C> <C>
Michael E. Gullion 0 0 77,000/98,000 $693,000/882,000
Keith E. Bouchey 0 0 25,500/27,000 $229,500/243,000
Malcolm M. Aslin 0 0 500/2000 $4,500/18,000
Joseph F. Smith 0 0 500/2000 $4,500/18,000
______________________
<FN>
<F1> These values were calculated based on the difference between
the exercise price and an assumed common stock value of
$9.00, which was the closing price of the Common Stock on
the Nasdaq National Market on December 31, 1999.
</FN>
</TABLE>
EMPLOYMENT CONTRACTS
Messrs. Gullion and Bouchey. 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.
<PAGE>
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 (a) the hostile replacement of at least the majority of the
Board of Directors, (b) a person acquiring 25% or more of the
shares or voting power of the stock of the Company, provided such
person is not an existing director or Executive or relative of
such a person or does not acquire such shares or voting rights
pursuant to an agreement to which the Executive is a party, or as
a result of the acquisition does not become the largest
stockholder of the Company, (c) a merger or sale of substantially
all of the assets of the Company or (d) the occurrence of any
other event the Board of Directors determines to be a Change in
Control.
Messrs. Aslin and Smith. Mr. Aslin (an "Executive") has
entered into an employment agreement with the Company (an
"Agreement"). Mr. Smith (an "Executive") has entered into an
employment agreement with CompuNet Engineering, Inc.
("CompuNet"), a wholly owned subsidiary of the Company (an
"Agreement"). The terms of the Agreements are until December 31,
2001 (which may be extended by mutual agreement) and provide that
Mr. Aslin will serve as the President of the Company and Mr.
Smith will serve as the President of CompuNet. Throughout the
employment period, Mr. Smith shall also serve as the chief
technology officer of the Company. An Executive may be
terminated for "cause" (as defined in the Agreement). An
Executive or his employer may also terminate the Agreement with
30 days written notice without cause.
If an Executive or his employer terminates an Agreement with
30 days written notice, neither the employer nor the Executive
has any further obligation to the other. If a Change in Control
(as defined below) of the Executive's employer occurs during the
term of an Agreement, the Executive's employer is obligated to
pay the Executive the present value (discounted at a rate of 6%)
of the Executive's base salary due until December 31, 2001,
provided that such amount cannot exceed an amount that would be
subject to federal excise taxes.
A Change of Control of an Executive's employer will be
deemed to occur upon (a) the hostile replacement of at least the
majority of the Board of Directors of the Executive's employer or
(b) the approval of a plan of liquidation, dissolution or sale of
all or substantially all the assets of an Executive's employer.
CERTAIN RELATED TRANSACTIONS
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 $14.4 million and
$9.1 million at December 31, 1999 and 1998, respectively.
COMMON STOCK PERFORMANCE
The graph set forth below is based upon information provided
by SNL Securities L.C. and compares the yearly percentage change
in cumulative stockholder return of the Company's Common Stock
since November 19, 1996 (the date the Company completed its
initial public offering of Common Stock) against the cumulative
return of the NASDAQ Stock (U.S.), the SNL $250 - $500 Million
Bank Index, the SNL $1 Billion - $5 Billion Bank Asset-<PAGE>
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
1999 the SNL $1 Billion - $5 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 $1 Billion - $5 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.
GOLD BANC CORPORATION, INC.
[GRAPH]
<TABLE>
<CAPTION>
PERIOD ENDING
INDEX 11/19/96 12/31/96 12/31/97 12/31/98 12/31/99
<S> <C> <C> <C> <C> <C>
Gold Banc Corporation, Inc. 100.00 101.48 298.71 365.50 215.31
NASDAQ - Total US* 100.00 102.53 125.64 177.04 319.84
SNL All Bank & Thrift Index 100.00 100.50 154.28 163.76 156.67
SNL $250M-$500M Bank Index 100.00 103.71 179.37 160.63 149.44
SNL $1B-$5B Bank Index 100.00 106.49 177.59 177.18 162.84
SNL SECURITIES LC (804) 977-1600
Copyright 2000
</TABLE>
*Source: CRSP, Center for Research in Security Prices, Graduate School
of Business, The University of Chicago 1999. Used with permission. All
rights reserved. crsp.com.
<PAGE>
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 2000.
Representatives of KPMG LLP are expected to attend the 2000
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 2000 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.
APPROVAL OF INCREASE IN NUMBER
OF SHARES HELD BY THE 1996 EQUITY COMPENSATION PLAN
The stockholders are being asked to approve an amendment to
the Company's 1996 Equity Compensation Plan (the "Plan"), which
will increase the aggregate number of shares of common stock of
the Company available for grants of stock options or other awards
under the Plan by 2.0 million to a total of 2.5 million shares.
The amendment was adopted by the Board on February 22, 2000,
subject to the approval of the Company's stockholders. As of
February 28, 2000, none of the 500,000 shares originally
available under the Plan remained available for future awards.
The proposed amendment will make 2.0 million additional
shares available in order to continue to implement the goals of
the Plan. The Board believes that attracting and retaining key
employees is essential to the Company's growth and success. In
addition, the Board believes that the long-term success of the
Company is enhanced by a competitive and comprehensive
compensation program, which may include incentives designed to
motivate and reward such persons for outstanding service,
including awards that link compensation to applicable measures of
Company performance and the creation of stockholder value. Such
awards will enable the Company to attract and retain key
employees and enable such persons to acquire or increase their
proprietary interest in the Company and thereby align their
interests with the interests of the Company's stockholders. The
Board believes that the Committee should be given as much
flexibility as possible to provide for incentive awards
contingent on performance.
The following is a brief description of the material
features of the Plan. Such description is qualified in its
entirety by reference to the full text of the Plan, which is
attached as Exhibit 10(c) to the Company's registration statement
on Form SB2, which was filed on September 23, 1996, and can be
accessed through the SEC's website (www.sec.gov). The Plan also
can be obtained upon written or oral request to: Gold Banc
Corporation, Inc., 11301 Nall Avenue, Leawood, Kansas 66211,
Attention: Corporate Secretary (Telephone: (913) 451-8050).
PLAN PURPOSES AND ADMINISTRATION
PURPOSES. The purpose of the plan is to attract, motivate,
and retain our employees, employees of our affiliates and our
consultants who provide significant services to us and our
affiliates; and to further our growth and <PAGE> financial
success by aligning the interests of the plan's participants
through the ownership of our stock, with the interests of our
other stockholders. The plan is administered by Committee which,
subject to the express provisions of the Plan, selects eligible
persons to receive grants of stock options and determines all of
the terms and conditions of each option. The Committee also
establishes rules and regulations for administering the Plan and
decides questions of interpretation or application of any such
rules or any provision of the Plan.
ELIGIBILITY. All directors, officers, other employees of
ours and our affiliates and consultants who provide significant
services to us or to our affiliates may be granted awards under
the Plan.
AWARDS. Under the Plan, the Committee may grant non-
qualified stock options, "incentive stock options" (within the
meaning of Section 422 of the Internal Revenue Code), stock
appreciation rights ("SARs"), restricted stock, performance
shares and performance unit awards. All awards are evidenced by a
written award agreement containing such provisions as the
Committee approves.
The Committee determines the specific conditions to the
exercisability of an option to purchase shares of common stock.
In general, an employee may exercise an option by giving us
written notice specifying the number of whole shares of common
stock to be purchased and providing payment for those shares. The
exercise price of an option will not be less than 100% of the
fair market value of the relevant shares of common stock on the
date the option was granted, and you may pay the exercise price
in cash, by delivery of previously owned shares of common stock
or, to the extent set forth in award agreement relating to the
option, or by canceling remaining options. No certificate
representing common stock will be delivered until the full
purchase price and any tax withholding have been paid.
The Committee determines the specific vesting schedule for
each option and will set forth such vesting schedule in the
option agreement. Whether options granted under the Plan are
subject to a vesting schedule and, if so, the rate at which they
vest is determined by the Committee in its sole discretion and
such terms do not have to be identical for all options granted
pursuant to the Plan.
EFFECTIVE DATE AND TERMINATION. The original Plan became
effective as of May 30, 1996, the date our Board of Directors
originally approved the Plan. Our stockholders also originally
approved the Plan on May 30, 1996. On February 22, 2000, our
Board of Directors approved an amendment and restatement of the
Plan in order to make certain modifications to the Plan (see
below) and increase the number of shares of stock that would be
available under the Plan for issuance pursuant to stock options.
The Plan will terminate when the Board of Directors acts to
terminate the Plan. Termination of the Plan will not affect the
terms or conditions of any option granted prior to termination.
However, without stockholder approval the committee may not grant
incentive stock options after May 30, 2006.
AMENDMENT OF THE PLAN. The Board of Directors may amend the
Plan at any time, subject to any requirement of stockholder
approval required by applicable law, rule or regulation,
including any Nasdaq or stock exchange rules. No amendment may
impair a stockholder's right as a holder of an outstanding stock
option without such stockholder's consent.
AVAILABLE SHARES AND ANTI-DILUTION. The Plan originally
authorized the issuance of up to 500,000 shares of our common
stock, reduced by the aggregate number of shares that become
subject to outstanding awards issued under the Plan. Effective
February 22, 2000, the Board of Directors approved, subject to
shareholder approval, an additional 150,000 shares of our common
stock to become available for grants of non-qualified stock
options and incentive stock options. Upon the receipt of shareholder
approval, the Board of Directors plans to approve 1,850,000 additional
shares for grants of non-qualified stock options and incentive stock
options. However, to the extent that shares of common stock subject to
outstanding awards are not issued or delivered by reason of the
expiration, termination, cancellation, lapse or settlement in cash of
such option or by reason of the delivery or withholding of shares to
pay all or a portion of the exercise price of an option, or to satisfy
all or a portion of the tax withholding obligations relating to an
option, then such shares will again be available under the Plan.
<PAGE>
In the event of a stock split, stock dividend,
recapitalization, reorganization, merger, consolidation,
liquidation, combination or other similar change or event, the
number of shares of common stock available under the Plan and the
number of shares of common stock subject to each outstanding
award may be appropriately adjusted by the Committee in its
discretion to prevent the dilution or diminution of such award.
TAX WITHHOLDING, TRANSFER RESTRICTIONS AND LIMITATIONS ON
RESALES. We may require the an award holder to pay, prior to the
issuance or delivery of any shares of our common stock or the
payment of any cash pursuant to an award, any Federal, state,
local or other taxes, including any Social Security tax
obligation, required to be withheld or paid. The specific method
for satisfying any tax obligation will be set forth in the award
agreement.
Unless the Committee determines otherwise, awards are not
transferable other than by will, the laws of descent and
distribution or pursuant to beneficiary designation procedures
approved by the committee. Except for permitted transfers, if an
award holder attempts to sell, transfer, assign, pledge,
hypothecate, encumber or otherwise dispose of his or her award,
such award and all of the rights thereunder will immediately
become null and void.
Subject to the discretion of the Committee, an optionee may
be permitted at any time after an option is granted and before
such option is fully exercised to transfer any portion of an
option that is then eligible for exercise, for no consideration,
to a member or members of the optionee's immediate family. For
this purpose, immediate family means the optionee's parents,
spouse, children, stepchildren, adoptive relationships, sisters,
brothers and grandchildren.
Under the federal securities laws, directors, officers and
other persons who are deemed to be our "affiliates" within the
meaning of Rule 405 under the Securities Act may only resell
shares of our common stock, including shares acquired under the
Plan, pursuant to an effective registration statement under the
Securities Act, Rule 144 under the Securities Act or an
appropriate exemption from registration. For this purpose, an
"affiliate" of ours is any person who controls, is controlled by
or is under common control with us.
In addition, the restrictions imposed by Section 16 of the
Exchange Act upon our executive officers or directors apply to
options granted under the Plan. In general, any grant under the
Plan to an executive officer or director will be exempt from the
short-swing liability (but not the reporting) provisions of
Section 16. Sales of our common stock by our executive officers
and directors, however, will be subject to both the short-swing
liability and reporting provisions of Section 16. Also, our
executive officers and directors must comply with our insider
trading compliance policy and should consult with our compliance
officer prior to engaging in any transaction in our common stock.
CHANGE IN CONTROL. Unless the stock option agreement
provides otherwise, in the event we undergo a change in control
all outstanding options under the Plan that are not then
exercisable or are subject to restrictions will become
immediately exercisable and all restrictions will be removed.
TERMINATION OF EMPLOYMENT. In the event an optionee
terminates employment or service by reason of retirement on or
after age 65 or pursuant to any early retirement program
instituted by us, then each non-qualified stock option will be
fully exercisable, to the extent exercisable on the date of
termination, for a period of three years (or such other period
determined by the committee) after such termination, but no later
than the expiration of such option, and each incentive stock
option will be fully exercisable, to the extent exercisable on
the date of termination, for a period of three months after such
termination, but no later than the expiration of the incentive
stock option.
In the event an optionee terminates employment or service by
reason of death or disability ("disability" being used to refer
to permanent and total disability (as defined in Section 22(e)(3)
of the Internal Revenue Code) in the case of clause two below),
then each non-qualified stock option will be exercisable, to the
extent exercisable on the date of termination, for a period of
three years (or such other period determined by the committee)
after such termination, but no later than the expiration of such
option, and each incentive stock option will be exercisable to
the extent exercisable on the date of termination by reason of
disability, for a period of one year after such termination, but
no later than the expiration of such incentive stock option.
<PAGE>
In the event an optionee terminates employment or service
for any other reason, then each non-qualified stock option will
be exercisable to the extent exercisable on the date of
termination, for a period of one year (or such other period
determined by the Committee) after such termination, but no later
than the expiration of such option and each incentive stock
option will become fully exercisable, to the extent exercisable
on the date of termination, for a period of three months after
such termination, but no later than the expiration of the
incentive stock option.
FEDERAL INCOME TAX CONSEQUENCES. The following is a brief
discussion of the federal income tax consequences of transactions
involving stock options under the Plan based on the Code. The
Plan is not qualified under Section 401(a) of the Code. This
discussion is not intended to be exhaustive and does not describe
state, local or foreign tax consequences.
INCENTIVE STOCK OPTIONS. An optionee will not recognize
taxable income with respect to the grant or exercise of an
incentive stock option. If shares of our common stock are issued
to an optionee pursuant to the exercise of an incentive stock
option, and if no disposition of such shares is made by such
optionee within two years after the date of grant or within one
year after the transfer of such shares of our common stock to
such optionee, then (1) upon the sale of such shares of common
stock, any amount realized in excess of the option price will be
taxable to such optionee as a long-term capital gain and any loss
sustained will be a long-term capital loss, and (2) no deduction
will be allowed to us for federal income tax purposes.
If the shares of our common stock acquired by an
optionee upon such optionee's exercise of an incentive stock
option are disposed of prior to the expiration of either holding
period described above, generally (1) such optionee will
recognize ordinary income in the year of disposition in an amount
equal to the excess (if any) of the fair market value of such
shares of common stock at exercise (or, if less, the amount on
the disposition of such shares of common stock) over the exercise
price you paid for such shares of common stock, and (2) we will
be entitled to deduct for federal income tax purposes the amount
included as ordinary income by such optionee, subject to
applicable income tax withholding requirements and the
limitations imposed by the Code on the deduction of such amounts.
Any further gain (or loss) realized by such optionee will be
taxed as short-term or long-term capital gain (or loss), as the
case may be.
Subject to certain exceptions for disability or death,
if an incentive stock option is exercised more than three months
following termination of employment, an optionee's exercise of
the option will generally be taxed as the exercise of a non-
qualified stock option.
We will not generally be entitled to a deduction with
respect to the grant or exercise of an incentive stock option or
with respect to the sale of stock received pursuant to such
exercise except, as explained above, in connection with certain
dispositions of stock received pursuant to the exercise of an
incentive stock option prior to the expiration of one year from
the date of exercise or two years from the date of grant, and
except for certain exercises more than three months after
termination of employment.
The exercise of an incentive stock option may give rise
to an increase in alternative minimum taxable income that could
result in alternative minimum tax liability for an optionee,
unless such optionee engages, within the same year of exercise,
in a disqualifying disposition of the shares of common stock
received upon such optionee's exercise. In substance, a taxpayer
is required to pay the higher of his or her alternative minimum
tax liability or his or her "regular" income tax liability. As a
result, a taxpayer has to determine his or her potential
liability under the alternative minimum tax.
NON-QUALIFIED OPTIONS. Except as noted below for
corporate insiders, with respect to non-qualified options: (1)
you will not recognize any income at the time the option is
granted; (2) generally, at exercise, you will recognize ordinary
income in an amount equal to the difference between the option
price you paid for the shares and the fair market value of the
shares of common stock, if unrestricted, on the date of exercise;
and (3) upon sale of the shares acquired, appreciation (or
depreciation) after the date of exercise is treated as either
short-term or long-term capital gain (or loss) depending on how
long you have held the shares of common stock.
<PAGE>
If you are a corporate insider you will generally will
be taxed immediately upon the exercise of a non-qualified option,
provided at least six months have elapsed from the date of option
grant to the date of exercise, and, in general, the tax rules
discussed above with respect to non-qualified options will apply
to insiders as well as non-insiders. However, insiders are
subject to special rules with respect to options exercised within
six months from the date of grant and with respect to options
which are exercised at a time when the exercise price exceeds the
fair market value of the stock (i.e., "out-of-the-money
options").
The employer is generally entitled to an income tax
deduction with respect to the exercise of a non-qualified stock
option equal to the amount included as ordinary income by the
optionee at the time such amount is included in the optionee's
income, subject to applicable income tax withholding requirements
and the limitations imposed by the Code upon the deduction of
such amounts.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE PROPOSED
AMENDMENT TO THE 1996 EQUITY COMPENSATION PLAN.
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, 1999.
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
2001 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 Corporate Secretary. The Corporate
Secretary must receive such notice no later than December 26,
2000.
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. <PAGE> 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 2001 Annual Meeting of
Stockholders, the Secretary of the Company must receive such
proposals no later than December 26, 2000.
THIS PROXY STATEMENT IS ACCOMPANIED BY THE COMPANY'S 1999 ANNUAL
REPORT INCLUDING FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER
31, 1999. 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 1999 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 3, 2000
Leawood, Kansas
<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
Malcolm M. Aslin 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 26, 2000, 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)
---------------------------------------------------------
Please date, sign and mail
your proxy card as soon as possible!
Annual Meeting of Stockholders
GOLD BANC CORPORATION, INC.
April 26, 2000
Please Detach and Mail in the Envelope
Provided
---------------------------------------------------------
<PAGE>
X Please mark your
votes as in this
example.
FOR WITHHOLD
1. ELECTION OF ___ ___ Nominees: Malcolm M. Aslin
DIRECTORS. /__/ /__/ William F. Wright
FOR ALL (Except Nominee(s) written
below)
__
/__/ _______________
FOR AGAINST ABSTAIN
2. Ratification of the ___ ___ ___
selection of KPMG LLP /__/ /__/ /__/
as the Company's
accountants
3. To increase the number ___ ___ ___
of shares held by the /__/ /__/ /__/
1996 Equity
Compensation Plan.
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 SELECTION OF KPMG LLP AS THE COMPANY'S
ACCOUNTANTS, AND FOR THE INCREASE IN THE NUMBER OF
SHARES HELD BY THE 1996 EQUITY COMPENSATION PLAN.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD
PROMPTLY USING THE ENCLOSED PREPAID ENVELOPE.
Signature(s)_____________ _________________ Dated: ______, 2000
Signature if
held jointly
NOTE: Please sign exactly as name appears on your stock
certificate(s). Also enter the date. Joint owners should
each sign personally. When signing as attorney, executor,
administrator, trustee or guardian, or on behalf of a
corporation or other entity, the full title as such should
be given.
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