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): January 18, 2000
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 of Identification No.)
incorporation)
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.
On January 24, 2000 Gold Banc Corporation, Inc. ("Gold
Banc") entered into a First Amendment to Agreement and Plan of
Reorganization by and among Gold Banc, Gold Banc Acquisition
Corporation XI, Inc. and American Bancshares, Inc. (a copy of
which is attached hereto as exhibit 2.1 and is incorporated
herein by reference) in which the parties agreed to lower the
Gold Banc stock price (as defined in the Agreement and Plan of
Reorganization) at which American Bancshares, Inc. may refuse to
enter into the merger from $10.00 to $9.25 per share.
On January 19, 2000 Gold Banc entered into a First Amendment
to Agreement and Plan of Reorganization by and among Gold Banc,
Gold Banc Acquisition Corporation XII, Inc. and CountryBanc
Holding Company (a copy of which is attached hereto as exhibit
2.2 and is incorporated herein by reference) in which the parties
agreed to increase the number of Gold Banc shares to be exchanged
for CountryBanc Holding Company shares.
On January 21, 2000 Gold Banc entered into a First Amendment
to Agreement and Plan of Reorganization by and between Gold Banc
and First Business Bancshares of Kansas City, Inc. (a copy of
which is attached hereto as Exhibit 2.3 and is incorporated
herein by reference) in which the exchange ratio used to
calculate the number of Gold Banc shares to be exchanged for each
First Business Bancshares of Kansas City, Inc. share was
adjusted.
On January 21, 2000 Gold Bank, N.A., a wholly owned
subsidiary of Gold Banc ("Gold Bank"), entered into a First
Amendment to Bank Merger Agreement by and between Gold Bank and
First Business Bank of Kansas City, N.A., a subsidiary of First
Business Bancshares of Kansas City, Inc., (a copy of which is
attached hereto as Exhibit 2.4 and is incorporated by reference)
in which the exchange ratio used to calculate the number of Gold
Banc shares to be exchanged for each First Business Bank of
Kansas City, N.A. share was adjusted.
On January 26, 2000 Gold Banc issued a press release (a copy
of which is attached hereto as Exhibit 99.1 and is incorporated
herein by reference) in which it announced the four amendments.
ITEM 7. FINANCIAL STATEMENTS AND OTHER EXHIBITS.
EXHIBIT NO. DESCRIPTION
2.1 First Amendment to Agreement and Plan
of Reorganization, dated January 24, 2000,
by and among Gold Banc, Gold Banc Acquisition
Corporation XI, Inc. and American Bancshares,
Inc.
2.2 First Amendment to Agreement and Plan
of Reorganization, dated January 19, 2000,
by and among Gold Banc, Gold Banc Acquisition
Corporation XII, Inc. and CountryBanc Holding
Company
<PAGE>
2.3 First Amendment to Agreement and Plan of
Reorganization, dated January 21, 2000,
by and between Gold Banc Corporation, Inc. and First
Business Bancshares of Kansas City, Inc.
2.4 First Amendment to Bank Merger Agreement,
dated January 21, 2000, by and between First Business
Bank of Kansas City, N.A. and Gold
Bank, N.A.
99.1 Press Release, issued January 26, 2000.
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: January 26, 2000.
GOLD BANC CORPORATION, INC.
By: /s/ J. Craig Peterson
J. Craig Peterson,
Chief Financial Officer
<PAGE>
Exhibit 2.1
FIRST AMENDMENT
TO
AGREEMENT AND PLAN OF REORGANIZATION
THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF
REORGANIZATION (this "First Amendment"), dated as of January 24,
2000, is made by and among GOLD BANC CORPORATION, INC., a Kansas
corporation ("Gold Banc"), GOLD BANC ACQUISITION CORPORATION XI,
INC., a Kansas corporation ("Acquisition Subsidiary") and
AMERICAN BANCSHARES, INC., a Florida corporation (the "Company").
RECITALS
A. Gold Banc, Acquisition Subsidiary and the Company
entered into an Agreement and Plan of Reorganization, dated as of
September 6, 1999 (the "Original Agreement"), providing for the
merger of the Company with and into Acquisition Subsidiary (the
"Merger").
B. Gold Banc, Acquisition Subsidiary and the Company
desire to amend the Original Agreement in the manner set forth in
this First Amendment (the Original Agreement, as amended by this
First Amendment, is referred to herein as the "Agreement").
AGREEMENT
ACCORDINGLY, in consideration of the premises, the
mutual covenants and agreements set forth herein and other good
and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:
1. DEFINITIONS. All capitalized terms not otherwise
defined herein shall have the meanings set forth in the Original
Agreement.
2. REVISED DEFINITIONS.
(a) The definition of "Total Equity Capital" set forth
in Section 1.1 of the Merger Agreement is hereby amended by
deleting the definition of "Total Equity Capital" set forth in
Section 1.1 in its entirety and by inserting, in lieu thereof,
the following:
"Total Equity Capital" means, with respect to the
Company and its Subsidiaries, the sum of (a) outstanding capital
stock, paid in capital, retained earnings and current year
earnings, all determined in accordance with GAAP, but excluding
any FAS 115 adjustments, and (b) the realized bond losses (the
"Bond Losses"), totaling an aggregate of $457,000 net of
applicable tax effect ($693,000 before taxes), which were
recognized by the Company at the request of Gold Banc in
anticipation of the transactions contemplated by this Agreement.
(b) Section 1.1 of the Merger Agreement is hereby
amended by adding the following definition in alphabetical order:
"Bond Losses" shall have the meaning set forth in the
definition of Total Equity Capital in Section 1.1 hereof.
<PAGE>
3. Section 2.7. The final sentence of Section 2.7 of
the Original Agreement, which immediately follows Section 2.7(b)
shall be deleted.
4. Section 2.14. Section 2.14(a) of the Original
Agreement is hereby amended by deleting Section 2.14(a) in its
entirety and by inserting, in lieu thereof, the following:
(a) If by the Closing Date either the Company or the
Bank fail to achieve any of the financial measures set forth in
Section 8.5 hereof, then Gold Banc and the Company shall in good
faith attempt to negotiate a mutually acceptable revised Exchange
Ratio, which negotiations shall be based upon the formula set
forth in Section 2.14(b) hereof; provided, however, that if a
mutually acceptable revised Exchange Ratio is not negotiated
within five (5) Business Days, then Gold Banc may terminate this
Agreement as provided in Section 11.1(d)(i) hereof.
5. ARTICLE V. Article V of the Merger Agreement is
hereby amended by adding the following provisions at the end
thereof (with conforming changes to the table of contents):
Section 5.22 Bond Losses. On or prior to December 31,
1999, the Company shall take the Bond Losses.
Section 5.23 Dissolution of Finance. On or prior to
the Closing Date, the Company shall use reasonable efforts to
transfer the assets of Finance to the Bank and to dissolve
Finance in accordance with the FBCA.
6. SECTION 7.9. Section 7.9 of the Original
Agreement is hereby amended by (i) deleting the term "$10.00" and
replacing it with the term "$9.25" and (ii) deleting the phrase
", unless amended pursuant to Section 2.7 hereof."
7. SECTION 8.5. Section 8.5(c) of the Original
Agreement is hereby deleted in its entirety and Section 8.5(d) of
the Original Agreement is hereby amended by deleting "(d)"
preceding the text thereof and inserting, in lieu thereof, "(c)".
8. SECTION 11.1(h). Section 11.1(h) of the Original
Agreement is hereby amended by deleting Section 11.1(h) in its
entirety and by inserting, in lieu thereof, the following::
(h) by the Company, if the Average Gold Banc Stock
Price is less than $9.25 and the Board of Directors of the
Company determines, by a vote of the majority of the entire
Board, at any time during the period commencing on the
Determination Date and ending on March 31, 2000, to
terminate this Agreement;
9. SECTION 11.3. Section 11.3(c) of the Original
Agreement is hereby amended by deleting Section 11.3(c) in its
entirety and by inserting, in lieu thereof, the following:
<PAGE>
(c) In the event this Agreement is terminated as a
result of the Company's failure or breach under Section
11.1(d), the Company shall reimburse Gold Banc for its
reasonable out-of-pocket expenses relating to the Merger
(including without limitation the fees and expenses of Gold
Banc's Counsel, Gold Banc's Accountants and the Gold Banc's
investment bankers and SEC fees and printing fees). This
payment is not the exclusive remedy available to Gold Banc
for any such failure or breach on the part of the Company
and will not serve as liquidated damages therefor, and such
payment will be cumulative to all other remedies available
to Gold Banc under this Agreement and under applicable Law.
Notwithstanding the foregoing, if the Company's failure or
breach under Section 11.1(d) occurs solely as a result of a
failure to satisfy the financial measures set forth in
Section 8.5, then the Company shall not be obligated to
reimburse Gold Banc for any expenses relating to the Merger
and shall have no other liability to Gold Banc solely as a
result of such failure.
10. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE
COMPANY. In consideration of the Company's agreement to take the
actions set forth in this First Amendment, Gold Banc and
Acquisition Subsidiary acknowledge, agree, and hereby confirm
that neither the realization of the Bond Losses, nor the adoption
and approval of the amendments set forth in paragraph 5 of this
First Amendment, or the Company's compliance with Sections 5.22
or 5.23 hereof, will:
(a) be deemed to (i) constitute a breach of any of the
covenants of the Company set forth in the Original Agreement, or
(ii) render any representation or warranty made in the Original
Agreement as untrue or incorrect, or otherwise constitute a
breach thereof, or
(b) serve as a basis for asserting a failure to
satisfy any of the conditions precedent set forth in Article VIII
of the Original Agreement or as a basis for termination under
Article XI of the Original Agreement.
11. MISCELLANEOUS. The parties to this First
Amendment ratify and approve all of the remaining terms and
provisions of the Original Agreement not specifically modified or
amended in this First Amendment. In the event that any term or
provisions of this First Amendment is inconsistent with the terms
and provisions of the Original Agreement, the terms and
provisions of this First Amendment shall control.
12. COUNTERPARTS. This First Amendment may be
executed in counterparts, each of which shall be deemed an
original and all of which, taken together, shall constitute a
single instrument.
13. GOVERNING LAW. This First Amendment shall be
governed by and construed and enforced in accordance with the
laws of the State of Florida.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have duly
executed this Agreement as of the date first above written.
GOLD BANC CORPORATION, INC.
By: /s/ Michael W. Gullion
Name : Michael W. Gullion
Title: Chairman of the Board
ATTEST:
/s/ Keith E. Bouchey
Name: Keith E. Bouchey
Title: Secretary
GOLD BANC ACQUISITION CORPORATION XI, INC.
By: /s/ Michael W. Gullion
Name : Michael W. Gullion
Title: President
ATTEST:
/s/ Keith E. Bouchey
Name: Keith E. Bouchey
Title: Secretary
AMERICAN BANCSHARES, INC.
By: /s/ Jerry L. Neff
Name: Jerry L. Neff
Title: President and
Chief Executive Officer
ATTEST:
/s/ Brian M. Watterson
Name: Brian M. Watterson
Title: Secretary
<PAGE>
Exhibit 2.2
FIRST AMENDMENT
TO
AGREEMENT AND PLAN OF REORGANIZATION
THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF
REORGANIZATION (this "First Amendment"), dated as of January 19,
2000, is made by and among GOLD BANC CORPORATION, INC., a Kansas
corporation ("Gold Banc"), GOLD BANC ACQUISITION CORPORATION XII,
INC., a Kansas corporation ("Acquisition Subsidiary") and
COUNTRYBANC HOLDING COMPANY, an Oklahoma corporation (the
"Company").
RECITALS
A. Gold Banc, Acquisition Subsidiary and the Company
entered into an Agreement and Plan of Reorganization, dated as of
October 22, 1999 (the "Original Agreement"), providing for the
merger of the Company with and into Acquisition Subsidiary (the
"Merger").
B. Gold Banc, Acquisition Subsidiary and the Company
agree that it is in the best interests of the parties for Gold
Banc to increase the exchange ratio by giving more shares of Gold
Banc Common Stock to the CountryBanc shareholders as Merger
consideration and for the Company to eliminate the condition to
closing that the Closing Gold Banc Stock Price is not less than
$9.50.
C. Gold Banc, Acquisition Subsidiary and the Company
desire to amend the Original Agreement in the manner set forth in
this First Amendment (the Original Agreement, as amended by this
First Amendment, is referred to herein as the "Agreement").
AGREEMENT
ACCORDINGLY, in consideration of the premises, the
mutual covenants and agreements set forth herein and other good
and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:
1. DEFINITIONS. All capitalized terms not otherwise
defined herein shall have the meanings set forth in the Original
Agreement.
2. REVISED EXCHANGE RATIO. Section 2.7(b) of the
Original Agreement is hereby amended to read as follows:
(b) Each outstanding share of Company Common
Stock (excluding Company Dissenting Shares as
defined in Section 2.8 hereof) and each share
of Vested Company Preferred Stock (excluding
Company Dissenting Shares as defined in
Section 2.8 hereof) shall cease to be
outstanding and shall be converted into<PAGE>
and exchanged for the number of shares of
Gold Banc Common Stock determined by dividing
(X) the greater of (i) 8,351,000 shares, or
(ii) the quotient of $75,725,000 divided by
the Closing Gold Banc Stock Price, by (Y) the
sum of (i) the number of shares of Company
Common Stock issued and outstanding as of the
Effective Time and (ii) the number of shares
of Vested Company Preferred Stock issued and
outstanding as of the Effective Time (the
"Exchange Ratio"). Fractions of shares
determined pursuant to this Section 2.7(b)
shall be rounded to three decimal places.
3. DELETION OF WALK AWAY PRICE. The text of Section
7.9 of the Original Agreement is hereby deleted in its entirety
and the word "[Reserved]" is inserted in lieu thereof (with
conforming changes to the table of contents).
4. CORRECTION OF SCRIVENER'S ERROR. Section
8.5(a)(iii) of the Original Agreement is hereby amended by
deleting from the parenthetical the word "consolidated" and
inserting in its place thereof the words "parent company only."
5. COMPLETION OF MERGER. Section 11.1(b) of the
Original Agreement is hereby amended by deleting the term "March
31" in each place it appears and replacing it in each such place
with the term "April 30."
6. MISCELLANEOUS. The parties to this First
Amendment ratify and approve all of the remaining terms and
provisions of the Original Agreement not specifically modified or
amended in this First Amendment. In the event that any term or
provisions of this First Amendment is inconsistent with the terms
and provisions of the Original Agreement, the terms and
provisions of this First Amendment shall control.
7. COUNTERPARTS. This First Amendment may be
executed in counterparts, each of which shall be deemed an
original and all of which, taken together, shall constitute a
single instrument.
8. GOVERNING LAW. This First Amendment shall be
governed by and construed and enforced in accordance with the
laws of the State of Kansas.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have duly
executed this Agreement as of the date first above written.
GOLD BANC CORPORATION, INC.
By: /s/ Michael W. Gullion
Name : Michael W. Gullion
Title: President and Chief Executive Officer
ATTEST:
/s/ Keith E. Bouchey
Name: Keith E. Bouchey
Title: Secretary
GOLD BANC ACQUISITION CORPORATION XII, INC.
By: /s/ Michael W. Gullion
Name : Michael W. Gullion
Title: President
ATTEST:
/s/ Keith E. Bouchey
Name: Keith E. Bouchey
Title: Secretary
COUNTRYBANC HOLDING COMPANY
By: /s/ Don C. McNeill
Name: Don C. McNeill
Title: Chairman of the Board
ATTEST:
/s/ David Phillips
Name: David Phillips
Title: Secretary
<PAGE>
Exhibit 2.3
FIRST AMENDMENT
TO
AGREEMENT AND PLAN OF REORGANIZATION
THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF
REORGANIZATION (this "First Amendment"), dated as of January 21,
2000, is made by and between GOLD BANC CORPORATION, INC., a
Kansas corporation ("Gold Banc"), and FIRST BUSINESS BANCSHARES
OF KANSAS CITY, INC., a Missouri corporation (the "Company").
RECITALS
A. Gold Banc and the Company entered into an
Agreement and Plan of Reorganization, dated as of October 19,
1999 (the "Original Agreement"), providing for the merger of the
Company with and into Gold Banc (the "Merger").
B. Gold Banc and the Company agree that it is in the
best interests of the parties for Gold Banc to increase the
exchange ratio by giving more shares of Gold Banc Common Stock to
the Company shareholders as Merger consideration and for the
Company to eliminate the condition to closing that the Average
Gold Banc Stock Price is not less than $10.50.
C. Gold Banc and the Company desire to amend the
Original Agreement in the manner set forth in this First
Amendment (the Original Agreement, as amended by this First
Amendment, is referred to herein as the "Agreement").
AGREEMENT
ACCORDINGLY, in consideration of the premises, the
mutual covenants and agreements set forth herein and other good
and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:
1. DEFINITIONS. All capitalized terms not otherwise
defined herein shall have the meanings set forth in the Original
Agreement.
2. REVISED EXCHANGE RATIO. Section 2.7(b) of the
Original Agreement is hereby amended to read as follows:
(b) Each outstanding share of Company Common
Stock (excluding Company Dissenting Shares as
defined in Section 2.8 hereof) shall be converted
into 10.3552 shares (the "Exchange Ratio") of Gold
Banc Common Stock. Fractions of shares determined
pursuant to this Section 2.7(b) shall be rounded
to three decimal places.
<PAGE>
3. CONFORMING CHANGE TO SECTION 2.7. The last
sentence of Section 2.7, which immediately follows Section
2.7(b), shall be deleted.
4. DELETION OF WALK AWAY PRICE. The text of Section
7.8 of the Original Agreement is hereby deleted in its entirety
and the word "[Reserved]" is inserted in lieu thereof (with
conforming changes to the table of contents).
5. COMPLETION OF MERGER SECTION 11.1(B) is hereby
amended by deleting the term "April 30" and replacing it with the
term "May 31."
6. MISCELLANEOUS. The parties to this First
Amendment ratify and approve all of the remaining terms and
provisions of the Original Agreement not specifically modified or
amended in this First Amendment. In the event that any term or
provisions of this First Amendment is inconsistent with the terms
and provisions of the Original Agreement, the terms and
provisions of this First Amendment shall control.
7. COUNTERPARTS. This First Amendment may be
executed in counterparts, each of which shall be deemed an
original and all of which, taken together, shall constitute a
single instrument.
8. GOVERNING LAW. This First Amendment shall be
governed by and construed and enforced in accordance with the
laws of the State of Kansas.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have duly
executed this Agreement as of the date first above written.
GOLD BANC CORPORATION, INC.
By: /s/ Michael W. Gullion
Name : Michael W. Gullion
Title: President and Chief Executive Officer
ATTEST:
/s/ Keith E. Bouchey
Name: Keith E. Bouchey
Title: Secretary
FIRST BUSINESS BANCSHARES
OF KANSAS CITY, INC.
By: /s/ Frederick B. Poccia, Jr.
Name: Frederick B. Poccia, Jr.
Title: President and Chief Executive Officer
ATTEST:
/s/ Gayle Matsuoka
Name: Gayle Matsuoka
Title: Secretary
<PAGE>
Exhibit 2.4
FIRST AMENDMENT
TO
BANK MERGER AGREEMENT
THIS FIRST AMENDMENT TO BANK MERGER AGREEMENT (this
"First Amendment"), dated as of January 21, 2000, is made by and
among GOLD BANK, currently a Kansas banking association and
formerly a national banking association ("Gold Bank"), and a
direct subsidiary of Gold Banc Corporation, Inc., a Kansas
corporation ("Gold Banc"), and FIRST BUSINESS BANK OF KANSAS
CITY, N.A., a national banking association (the "Bank"), and a
subsidiary of First Business Bancshares of Kansas City, Inc., a
Missouri corporation (the "Company").
RECITALS
A. Gold Bank and the Bank entered into a Bank Merger
Agreement, dated as of December 10, 1999 (the "Original
Agreement"), providing for the merger of the Bank with and into
Gold Bank (the "Bank Merger").
B. Gold Bank and the Bank agree that it is in the
best interests of the parties to increase the exchange ratio by
giving more shares of Gold Banc Common Stock to the Bank minority
shareholders as Merger consideration and for the Bank to
eliminate the condition to closing that the Average Gold Bank
Stock Price is not less then $10.50 (which was in the Merger
Agreement and, indirectly, a condition to the Bank Merger
Agreement).
C. Gold Bank and the Bank desire to amend the
Original Agreement in the manner set forth in this First
Amendment (the Original Agreement, as amended by this First
Amendment, is referred to herein as the "Agreement").
AGREEMENT
ACCORDINGLY, in consideration of the premises, the
mutual covenants and agreements set forth herein and other good
and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:
1. DEFINITIONS. All capitalized terms not otherwise
defined herein shall have the meanings set forth in the Original
Agreement.
2. REVISED EXCHANGE RATIO. Section 2.1(c) of the
Original Agreement is hereby amended to read as follows:
(b) Each outstanding share of Bank Common Stock
(excluding Bank Dissenting Shares as defined in
Section 2.3 hereof) that is not owned by the
Surviving Corporation immediately prior to the
Bank Merger Effective Time shall be converted into
9.5962 shares (the "Bank Merger Exchange Ratio")
of Gold Banc Common Stock. <PAGE>Fractions of
shares determined pursuant to this Section 2.1(c)
shall be rounded to three decimal places.
3. CONFORMING CHANGE TO SECTION 2.1. The last
sentence of Section 2.1, which immediately follows Section
2.1(c), shall be deleted.
4. MISCELLANEOUS. The parties to this First
Amendment ratify and approve all of the remaining terms and
provisions of the Original Agreement not specifically modified or
amended in this First Amendment. In the event that any term or
provisions of this First Amendment is inconsistent with the terms
and provisions of the Original Agreement, the terms and
provisions of this First Amendment shall control.
5. COUNTERPARTS. This First Amendment may be
executed in counterparts, each of which shall be deemed an
original and all of which, taken together, shall constitute a
single instrument.
6. GOVERNING LAW. This First Amendment shall be
governed by and construed and enforced in accordance with the
laws of the State of Kansas.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have duly
executed this Agreement as of the date first above written.
GOLD BANK
By: /s/ Michael W. Gullion
Name : Michael W. Gullion
Title: President and Chief Executive Officer
ATTEST:
/s/ Steven E. Rector
Name: Steven E. Rector
Title: Cashier
FIRST BUSINESS BANK OF KANSAS CITY, N.A.
By: /s/ Frederick B. Poccia, Jr.
Name: Frederick B. Poccia, Jr.
Title: President and Chief Executive Officer
ATTEST:
/s/ Gayle Matsuoka
Name: Gayle Matsuoka
Title: Secretary
<PAGE>
Exhibit 99.1
GOLD BANC CORPORATION, INC.
11301 NALL AVENUE
LEAWOOD, KANSAS 66211
www.goldbanc.com
NASDAQ: GLDB
FOR FURTHER INFORMATION:
AT GOLD BANC:
Michael W. Gullion Malcolm M. Aslin
Chairman and CEO President
(913) 451-8050 (913) 451-8050
[email protected] [email protected]
J. Craig Peterson Keith E. Bouchey
Chief Financial Officer Exec. V.P.-M&A
(913) 451-8050 (913) 451-8050
[email protected] [email protected]
Brian J. Ruisinger
Investor Relations
(913) 451-8050
[email protected]
FOR IMMEDIATE RELEASE
WEDNESDAY, JANUARY 26, 2000
GOLD BANC ANNOUNCES FAVORABLE CHANGES
TO THREE PENDING ACQUISITIONS
HIGHLIGHTS
. CountryBanc Holding Company, Edmond, Oklahoma
($449 million in assets) changed from fixed shares to a
fixed value and eliminates its option to walkaway.
. First Business Bancshares of Kansas City, Missouri
(First Business Bank, N.A. with $125 million in assets)
changed from a variable share amount approximating 2.65
million to a 2.75 million fixed number of shares and
eliminates its option to walkaway.
. American Bancshares, Inc., Bradenton, Florida (NASDAQ:
ABAN)
($471 million in assets) changed its option to walkaway
from $10.00 to $9.25.
LEAWOOD, KANSAS - JANUARY 26, 2000 - GOLD BANC, (NASDAQ: GLDB),
announced today the signing of several amendments to previously
announced definitive agreements to acquire three community
banking companies located in Oklahoma, Kansas City, Mo. and Florida.
The amendments were designed to adjust certain terms of the transactions
to reflect current market conditions and strengthen the likelihood of the
transactions closing.
Michael W. Gullion, Gold Banc Chairman and CEO said, "We continue to
build one of the country's fastest growing franchises in community
banking and financial services. With these three transactions, we
are solidifying Gold's community banking presence in Oklahoma,
positioning ourselves to move more forcefully into Missouri, and
gaining a superb community banking operation in Florida that will
provide us a strong platform for future growth and diversification.
We are especially excited to expand our cross-selling opportunity
for Gold's full range of financial services, which include investments,
insurance, mortgage and trust services."
OVERVIEW OF COUNTRYBANC HOLDING COMPANY
CountryBanc is based in Edmond, Oklahoma, which is part of the
largest and fastest growing market in the Oklahoma City metropolitan
area. Completion of the transaction is subject to the approval of the
appropriate regulatory authorities and the shareholders of both
Gold Banc and CountryBanc. The option of a $9.50 walkaway
provision has been eliminated. Closing is expected to occur in
March, 2000.
-more-
<PAGE>
The total value of the CountryBanc acquisition is now fixed at
$75.7 million in a stock-for-stock, tax-free exchange. Based on
yesterdays Gold Banc's $9.00 closing stock price, the exchange
ratio equals 8.35 million shares of Gold Banc's common stock
compared to the original agreement of 7.97 million shares offered
for all CountryBanc shares. The fixed value represents an approximate
1.5 times book value as well as a favorable 2000 earnings multiple in
the range of 8 to 8.5 times and is immediately accretive to earnings
in the double digit range. The shares of CountryBanc are not
publicly traded.
OVERVIEW OF FIRST BUSINESS BANK OF KANSAS CITY, N.A.
First Business Bank of Kansas City, N.A., 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 will
immediately become a part of the Gold Bank network in the Kansas
City area and brings additional marketing and management depth.
Completion of the transaction is subject to the approval of the
shareholders of both Gold Banc and First Business. The First
Business option of a $10.50 walkaway provision has been eliminated.
Closing is expected to occur in March 2000.
The total purchase price of the First Business acquisition is
approximately $24.7 million in a stock-for-stock, tax-free
exchange based on yesterday's $9.00 closing price for Gold Banc's
common stock. The exchange ratio is now fixed at 2.75 million
shares of Gold Banc common stock compared to a range of
approximately 2.65 million shares previously. As an in-market
transaction, the merger should be slightly accretive to earnings
in 2000. The shares of First Business are not publicly traded.
OVERVIEW OF AMERICAN BANCSHARES, BRADENTON, FLORIDA
American Bancshares, Inc. and its wholly-owned subsidiary,
American Bank, is one of the largest independent community banks
on the west coast of Florida. Most of the bank's customers are
small and medium sized businesses in and around Manatee County,
Florida, one of the nation's fastest growing counties over the
past 10 years. This market will enhance Gold Banc's future internal
growth prospects.
Completion of the transaction is subject to approval of the
shareholders of both Gold Banc and American. The American option
of a $10.00 walkaway provision has been lowered to $9.25 under
the terms of the revised agreement. Closing is expected to occur
in March 2000.
The total purchase price of American is approximately $78.0
million in a stock-for-stock, tax-free exchange based on a Gold
Banc stock price of $9.25. The transaction value for American
represents approximately 2.7 times book value as well as a 2000
earnings multiple in the range of 12 to 13 times, and should be
slightly accretive within 12 months from the date of closing.
-more-
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Including the previously announced Colorado acquisition where
there has been no changes to the originally announced agreement,
these transactions will increase Gold Banc's assets to
approximately $2.8 billion, from $1.4 billion on December 31, 1999,
and its core deposits to more than $2.4 billion, from $1.1 billion.
SAFE HARBOR STATEMENT
This news release contains 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. Factors that might cause such a difference include,
but are not limited to: (1) expected cost savings from
acquisitions cannot be fully realized or realized within the
expected time frame; (2) revenues following the merger are lower
than expected; (3) competitive pressures among depository
institutions increase significantly; (4) costs or difficulties
related to the integration of the business of the organizations
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 combined
company will be doing business, are less favorable than expected;
and (7) legislation or regulatory changes adversely affect the
businesses in which the combined company would be engaged.
FOR MORE INFORMATION ON GOLD BANC TOLL-FREE VIA FAX SIMPLY
DIAL 1-800-PRO-INFO, FOLLOW THE VOICE MENU PROMPTS AND
ENTER THE COMPANY CODE "GLDB" ON ANY TOUCH TONE PHONE, OR
VISIT THE GOLD BANC PAGE ON FRB'S WEBSITE AT www.frbinc.com
VISIT GOLD BANC AT www.goldbanc.com
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