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): March 17, 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 Identification No.)
of 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)
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ITEM 5. OTHER EVENTS.
On March 17, 2000, Gold Banc Corporation, Inc. ("Gold
Banc") entered into a Mutual Termination Agreement (the
"Agreement") with Union Bankshares, Ltd. in which the parties
agreed to terminate the Agreement and Plan of Reorganization,
dated August 9, 1999, between the parties. On March 17, 2000,
Gold Banc issued a press release (a copy of which is attached
hereto as Exhibit 99.1 and is incorporated herein by reference)
announcing the execution of such Agreement.
ITEM 7. FINANCIAL STATEMENTS AND OTHER EXHIBITS.
EXHIBITS NO. DESCRIPTION
99.1 Press Release, issued March 17, 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: March 17, 2000.
GOLD BANC CORPORATION, INC.
By: /s/ Keith E. Bouchey
Keith E. Bouchey,
Secretary-Treasurer
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GOLD BANC CORPORATION, INC.
11301 NALL AVENUE
LEAWOOD, KANSAS 66211
www.goldbanc.com
NASDAQ: GLDB MORE THAN MONEY SM
AT GOLD BANC:
Malcolm M. Aslin Keith E. Bouchey
President EVP - M&A
(913) 451-8050 (913) 451-8050
[email protected] [email protected]
AT FRB / BSMG (www.frbinc.com):
Todd Tarbox Joyce Hanson
General Information Media Inquiries
(312) 640-6742 (606) 272-7322
[email protected] [email protected]
UNION BANKSHARES, LTD. AND GOLD BANC
CORPORATION, INC. TERMINATE MERGER AGREEMENT
DENVER, COLORADO--MARCH 17, 2000--UNION BANKSHARES, LTD. (NASDAQ:
UBSC) AND GOLD BANC CORPORATION, INC., (NASDAQ: GLDB) OF LEAWOOD,
KANSAS today announced that they have mutually agreed to
terminate their August 9, 1999 Agreement and Plan of
Reorganization due to unfavorable stock market conditions.
Union and Gold indicated that their respective Boards of
Directors concluded that the mutual termination of the merger
agreement was in the best interests of their respective
stockholders. In connection with the termination, the companies
have entered into a termination agreement, whereby they have
agreed to release each other from any claims relating to the
proposed merger. Each company will bear its own expenses and
neither party will make any payments to the other.
"Gold Bank continues to be extremely impressed with the quality
of Union's management, assets and business plan, and wish it well
in the future. We regret market conditions, as they have
affected the financial sector, preclude our completing this
transaction on a basis that would be accretive to our
shareholders. We are pleased, however, that Gold Banc continues
to execute and deliver on its plan for quality asset and earnings
per share growth. We are confident these factors will once again
be reflected in our stock price", said Michael W. Gullion,
Chairman and Chief Executive Officer of Gold Banc Corporation,
Inc.
Charles R. Harrison, Chief Executive Officer of Union stated,
"Unfortunately, the transaction no longer provides the intended
value to our stockholders. While we were hopeful that the market
conditions would change, allowing us the opportunity to
consummate the merger, we are fully prepared and indeed excited
to operate our business on a stand-alone basis in order to
maximize the long term value for our stockholders. We continue to
have high regard for Gold Banc and wish it success in the future."
Union also announced today that its Board of Directors has authorized
the re-purchase of up to 200,000 shares of Union's outstanding common
stock. Union plans to purchase stock on the open market or through
negotiated or block transactions from time to time based upon market
and business conditions. Union has approximately 2.4 million shares
of common stock outstanding.
ABOUT UNION BANKSHARES
Union Bankshares is a bank holding company whose principal asset
is all of the common stock of Union Bank & Trust, a state-
chartered commercial bank located in Denver with six branches in
the Denver Metropolitan area.
Union Bank & Trust has total assets of more than $344 million and
emphasizes relationship banking for small to medium sized
business customers.
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GOLD BANC
ADD 1
ABOUT THE GOLD BANC FAMILY
This announcement follows Gold Banc's recently completed
acquisition of CountryBanc Holding Company, Edmond, Oklahoma and
First Business Bancshares, Kansas City, Missouri. When
considering these transactions in addition to the acquisition of
American Bancshares of Bradenton, Florida, which is to close
early next week, Gold will operate in four states with 70
financial service locations. Gold's total assets are expected to
increase to over $2.6 billion, total deposits to over $2.0
billion and shareholders equity to over $200 million.
Gold Banc is a multi-bank holding company that owns and operates
a growing family of community banks that offer innovative
financial services including traditional as well as on-line
banking, investment management, securities brokerage, insurance
and trust services.
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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