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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 9, 1997
REGISTRATION NOS. 333-39849 AND 333-39849-01
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2 TO
FORM SB-2
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REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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GBCI CAPITAL TRUST
GOLD BANC CORPORATION, INC.
(NAME OF SMALL BUSINESS ISSUERS IN THEIR CHARTERS)
DELAWARE 6712 APPLIED FOR
KANSAS (PRIMARY STANDARD INDUSTRIAL 48-1008593
(STATES OR OTHER CLASSIFICATION CODE NUMBER) (IRS EMPLOYER
JURISDICTIONS IDENTIFICATION NOS.)
OF INCORPORATION OR
ORGANIZATION)
11301 NALL AVENUE
LEAWOOD, KANSAS 66211
(913) 451-8050
(ADDRESS AND TELEPHONE NUMBER OF PRINCIPAL EXECUTIVE OFFICES AND PRINCIPAL
PLACES OF BUSINESS)
MICHAEL W. GULLION
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
GOLD BANC CORPORATION, INC.
11301 NALL AVENUE
LEAWOOD, KANSAS 66211
(913) 451-8050
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
COPIES TO:
STEVEN F. CARMAN, ESQ. STEVEN L. KAPLAN, ESQ.
BLACKWELL SANDERS MATHENY WEARY & ARNOLD & PORTER
LOMBARDI LLP THURMAN ARNOLD BUILDING
TWO PERSHING SQUARE 555 TWELFTH STREET, N.W.
2300 MAIN, SUITE 1100 WASHINGTON, D.C. 20004-1202
KANSAS CITY, MISSOURI 64108 (202) 942-5998
(816) 983-8153 FAX: (202) 942-5999
FAX: (816) 983-8080
APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC: As soon as practicable
after this Registration Statement becomes effective.
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY THE EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
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PART II--INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Amended and Restated Articles of Incorporation of the Company and the
Amended and Restated Bylaws of the Company require it to indemnify its
directors and officers and advisory directors against liabilities. fines,
penalties, settlements, claims and reasonable expenses incurred by them in
connection with any proceeding to which they may be made a party by reason of
their service in those capacities to the fullest extent permitted by the
Kansas General Corporation Code ("KGCC"). The KGCC permits a corporation to
indemnify its present and former directors and officers if ordered to do so by
a court or after a determination by its independent counsel, stockholders or a
majority of its disinterested directors that the person to be indemnified
acted in good faith and in a manner such person reasonably believed to be in
or not opposed to the best interests of the corporation.
ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated expenses, other than underwriting discounts and commissions,
in connection with the Offering are as follows:
<TABLE>
<S> <C>
SEC Registration Fee............................................ $ 9,000
NASD Filing Fee................................................. $ 6,000
Nasdaq Fees..................................................... $ 15,000
Printing Expenses............................................... $ 60,000
Legal Fees and Expenses......................................... $130,000
Auditing and Accounting Service................................. $ 20,000
Transfer Agent Fees and Expenses................................ $ 10,000
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Total....................................................... $250,000
========
</TABLE>
ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES
During the period from January 1995 through June 1996, the Company sold
90,733 shares of Common Stock, of which 14,047 shares were issued to one
person in exchange for 100 shares of preferred stock. The remaining 76,686
shares were sold to six persons for $575,000 in cash. A majority of such
shares were acquired by employees of the Company and the Banks. On October 1,
1997, the Company issued 273,000 shares of Common Stock in exchange for all of
the issued and outstanding shares of Farmers Bancshares, Inc. No underwriter
or independent selling agent was used and no compensation or commissions were
paid in connection with such offerings, as all such offers and sales were
effected by the Company's directors and executive officers. The sales
conducted described above were completed in reliance on the exemption from the
registration requirements provided by Section 4(2) of the Securities Act.
ITEM 27. EXHIBITS
The following exhibits are filed herewith or incorporated herein by
reference.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
-------
<C> <S>
1 --Form of Underwriting Agreement***
3(a) --Amended and Restated Articles of Incorporation of the Company*
3(a)(i) --Certificate of Amendment to Restated Articles of
Incorporation**
3(b) --Restated By-laws of the Company*
4(a) --Form of Junior Subordinated Indenture***
</TABLE>
II-1
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<TABLE>
<CAPTION>
EXHIBIT
NUMBER
-------
<C> <S>
4(b) --Form of Amended and Restated Trust Agreement***
4(c) --Form of Guarantee Agreement***
4(d) --Form of Trust Agreement
5(a) --Opinion of Blackwell Sanders Matheny Weary & Lombardi LLP***
5(b) --Opinion of Richards, Layton & Finger.****
8 --Opinion of Blackwell Sanders Matheny Weary & Lombardi LLP***
9(a) --Proxy Agreement/Stockholder Agreement between Michael W. Gullion
and William Wallman, dated as of September 15, 1996*
9(b) --Proxy Agreement/Stockholder Agreement between Michael W. Gullion,
William Wright and Allen Petersen, dated as of September 15, 1996*
9(c) --Accession of The Lifeboat Foundation to the Proxy
Agreement/Stockholder Agreement among Michael W. Gullion, William
Wright and Allen Petersen, dated as of May 28, 1997***
10(a) --Employment Agreement between the Company and Michael W. Gullion*
10(b) --Employment Agreement between the Company and Keith E. Bouchey*
10(c) --Gold Banc Corporation, Inc. 1996 Equity Compensation Plan*
10(d) --Form of Tax Sharing Agreements between the Company and the Banks*
10(e) --Form of Federal Home Loan Bank Credit Agreement to which each of
the Banks is a party*
16 --Letter Regarding Change in Certifying Accountants*
21 --List of Subsidiaries of the Company***
23(a) --Consent of KPMG Peat Marwick LLP.
23(b) --Consent of GRA Thompson, White & Company, P.C.
23(c) --Consent of Blackwell Sanders Matheny Weary & Lombardi LLP
(included in Exhibits 5 and 8).***
23(d) --Consent of Richards, Layton & Finger (included in Exhibit 5)****
24 --Powers of Attorney (included in signature page to Registration
Statement).
25 --Statement of Eligibility under the Trust Indenture Act of 1939, as
amended, of Bankers Trust Company, as trustee under the Junior
Subordinated Indenture, the Amended and Restated Trust Agreement
and the Guarantee agreement relating to GBCI Capital Trust.***
99 --Report of GRA Thompson, White & Company, P.C.***
* --Previously filed as an Exhibit to the Company's Registration
Statement on Form SB-2 No. 333-12397 and the same is incorporated
herein by reference.
** --Previously filed as an Exhibit to the Company's Registration
Statement on Form S-4 No. 333-28563 and the same is incorporated
herein by reference.
*** --Previously filed with the initial filing of this Registration
Statement.
**** --Previously filed with Amendment No. 1 to this Registration
Statement.
</TABLE>
ITEM 28. UNDERTAKINGS
(a) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company
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as been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the Company will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
(b) The undersigned Company hereby undertakes to, for purposes of
determining any liability under the Securities Act, treat the information
omitted from the form of prospectus filed as part of this registration
statement in reliance upon Rule 430A and contained in a form of prospectus
filed by the Company under Rule 424(b)(1), or (4) or 497(h) under the
Securities Act as part of this registration statement as of the time the
Commission declared it effective.
(c) The undersigned Company hereby undertakes to, for purposes of
determining any liability under the Securities Act, treat each post-effective
amendment that contains a form of prospectus as a new registration statement
for the securities offered in the registration statement, and that offering of
the securities at that time as the initial bona fide offering of those
securities.
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SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements of filing on Form SB-2 and authorized this Amendment
to be signed on its behalf by the undersigned, in the City of Leawood, State
of Kansas, on
December 8, 1997.
Gold Banc Corporation, Inc.
/s/ Michael W. Gullion
By___________________________________
Michael W. Gullion
President and Chief Executive
Officer
In accordance with the requirements of the Securities Act, this Amendment
No. 2 has been signed by the following persons in the capacities and on the
dates stated.
<TABLE>
<CAPTION>
NAME CAPACITY DATE
---- -------- ----
<S> <C> <C>
/s/ Michael W. Gullion December 8, 1997
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Michael W. Gullion Chief Executive Officer,
President, Director
(principal executive
officer)
/s/ Keith E. Bouchey December 8, 1997
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Keith E. Bouchey Chief Financial Officer,
Executive Vice President,
Secretary, Director
(principal financial and
accounting officer)
/s/ William Wallman* December 8, 1997
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William Wallman Director
/s/ D. Michael Browne* December 8, 1997
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D. Michael Browne Director
/s/ William F. Wright* December 8, 1997
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William F. Wright Director
/s/ Allen D. Petersen* December 8, 1997
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Allen D. Petersen Director
</TABLE>
*By Keith E. Bouchey as attorney-in-fact.
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TRUST AGREEMENT
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This TRUST AGREEMENT, dated as of October 31, 1997 (this "Trust
Agreement"), among (i) GOLD BANC CORPORATION, INC., a Kansas corporation (the
"Depositor"), and (ii) BANKERS TRUST (DELAWARE), a Delaware banking corporation
(the "Trustee"). The Depositor and the Trustee hereby agree as follows:
1. The trust created hereby (the "Trust") shall be known as "GBCI
Capital Trust" in which name the Trustee, or the Depositor to the extent
provided herein, may engage in the transactions contemplated hereby, make and
execute contracts, and sue and be sued.
2. The Depositor hereby assigns, transfers conveys and sets over to
the Trustee the sum of $10. The Trustee hereby acknowledges receipt of such
amount in trust from the Depositor, which amount shall constitute the initial
trust estate. The Trustee hereby declares that it will hold the trust estate in
trust for the Depositor. It is the intention of the parties hereto that the
Trust created hereby constitute a business trust under Chapter 38 of Title 12 of
the Delaware Code, 12 Del. C. (S) 3801, et seq. (the "Business Trust Act"), and
that this document constitutes the governing instrument of the Trust. The
Trustee is hereby authorized and directed to execute and file a certificate of
trust with the Delaware Secretary of State in accordance with the provisions of
the Business Trust Act.
3. The Depositor and the Trustee will enter into an amended and
restated Trust Agreement, satisfactory to each such party and substantially in
the form included as an exhibit to the 1933 Act Registration Statement (as
defined below), to provide for the contemplated operation of the Trust created
hereby and the issuance of the Preferred Securities and Common Securities
referred to therein. Prior to the execution and delivery of such amended and
restated Trust Agreement, the Trustee shall not have any duty or obligation
hereunder or with respect to the trust estate, except as otherwise required by
applicable law or as may be necessary to obtain prior to such execution and
delivery any licenses, consents or approvals required by applicable law or
otherwise.
4. The Depositor and the Trustee hereby authorize and direct the
Depositor, as the sponsor of the Trust, (i) to file with the Securities and
Exchange Commission (the "Commission") and execute, in each case on behalf of
the Trust, (a) the Registration Statement on Form SB-2 (the "1933 Act
Registration Statement"), including any pre-effective or post-effective
amendments to the 1933 Act Registration Statement, relating to the registration
under the Securities Act of 1933, as amended, of the Preferred Securities of the
Trust and possibly certain other securities and (b) a Registration Statement on
Form 8-A (the "1934 Act Registration Statement") (including all pre-effective
and post-effective amendments thereto) relating to the registration of the
Preferred Securities of the Trust under the Securities Exchange Act of 1934, as
amended; (ii) to file with the The Nasdaq National Market (each, an "Exchange")
and execute on behalf of the Trust one or more listing applications and all
other applications, statements, certificates, agreements and other instruments
as shall be necessary or desirable to cause the Preferred Securities to be
listed on the Exchange; (iii) to file and execute on behalf of the Trust such
applications, reports, surety bonds, irrevocable consents, appointments of
attorney for service of process and other papers and documents as shall be
necessary or desirable to register
<PAGE>
the Preferred Securities under the securities or blue sky laws of such
jurisdictions as the Depositor, on behalf of the Trust, may deem necessary or
desirable and (iv) to execute on behalf of the Trust that certain Underwriting
Agreement relating to the Preferred Securities, among the Trust, the Depositor
and the several Underwriters named therein, substantially in the form included
as an exhibit to the 1933 Act Registration Statement. In connection with the
filings referred to above, the Depositor hereby constitutes and appoints Michael
W. Gullion, Keith E. Bouchey and Brian J. Ruisinger, and each of them, as its
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for the Depositor or in the Depositor's name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to the 1933 Act Registration Statement and the 1934
Act Registration Statement and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Commission, the Exchange and
administrators of state securities or blue sky laws, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as the Depositor might or could to in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their respective substitute or substitutes, shall do
or cause to be done by virtue hereof.
5. This Trust Agreement may be executed in one or more counterparts.
6. The number of Trustees initially shall be one (1) and thereafter
the number of Trustees shall be such number as shall be fixed from time to time
by a written instrument signed by the Depositor which may increase or decrease
the number of Trustees; provided, however, that to the extent required by the
Business Trust Act, one Trustee shall either be a natural person who is a
resident of the State of Delaware or, if not a natural person, an entity which
has its principal place of business in the State of Delaware and otherwise meets
the requirements of applicable Delaware law. Subject to the foregoing, the
Depositor is entitled to appoint or remove without cause any Trustee at any
time. The Trustees may resign upon thirty (30) days' prior notice to the
Depositor.
7. This Trust Agreement shall be governed by, and construed in
accordance with, the laws of the State of Delaware (without regard to conflict
of laws of principles).
[SIGNATURE PAGE FOLLOWS]
2
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IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement to
be duly executed as of the day and year first above written.
GOLD BANC CORPORATION, INC.
as Depositor
By:_________________________________
Name: Keith E. Bouchey
Title: Chief Financial Officer
BANKERS TRUST (DELAWARE),
as Trustee
By:_________________________________
Name: M. Lisa Wilkins
Title: Assistant Secretary
3
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Exhibit 23(a)
ACCOUNTANTS' CONSENT
Board of Directors
Gold Banc Corporation, Inc.
We consent to the use of our report on the consolidated financial
statements of Gold Banc Corporation, Inc. as of and for the years ended December
31, 1996 and 1995 included herein and to the reference to our firm under the
heading "Experts" in Amendment No. 2 to the Registration Statement. The
consolidated financial statements give retroactive effect to the merger with
Peoples Bancshares, Inc. effective August 22, 1997. Our opinion on the
consolidated financial statements is based in part on the report of other
auditors.
/s/ KPMG Peat Marwick LLP
Kansas City, Missouri
December 8, 1997
<PAGE>
Exhibit 23(b)
ACCOUNTANTS' CONSENT
We hereby consent to the use of our independent auditors' report dated May
23, 1997 (on the consolidated financial statements of Peoples Bancshares, Inc.
and Subsidiary as of and for the years ended December 31, 1996 and 1995)
included in this Amendment No. 2 of Form SB-2 Registration Statement and to the
reference to our firm under the heading "Experts" included herein.
/s/ GRA, Thompson, White & Co., P.C.
Merriam, Kansas
December 8, 1997
