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 20, 2000
ABI CAPITAL TRUST
(Exact name of registrant as specified in its charter)
DELAWARE 0-24471 65-0624640
(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
4702 Cortez Road West, Bradenton, Florida 34210
(Former name or former address, if changed since last report)
<PAGE>
ITEM 5. OTHER EVENTS.
On March 20, 2000, Gold Banc Corporation, Inc. ("Gold Banc")
through a subsidiary, Gold Banc Acquisition Corporation XI, Inc.
("Acquisition Subsidiary"), acquired American Bancshares, Inc., a
Florida corporation ("American"). At the effective time of the
acquisition, Acquisition Subsidiary assumed all of the rights,
duties, and obligations of American relating to ABI Capital
Trust, a Delaware statutory business trust that had been
established as a wholly-owned subsidiary of American, as
described in the exhibits attached hereto. The 8.5% Preferred
Securities issued by ABI Capital Trust, of which $16,752,000
currently are outstanding, will remain outstanding, subject to
the security's existing terms and conditions, and will continue
to be listed on Nasdaq National Market under the symbol "ABANP".
ITEM 7. FINANCIAL STATEMENTS AND OTHER EXHIBITS.
Exhibits No. Description
10.1 Assignment and Assumption of
Rights, Duties, and Obligations of Guarantor
under the Amended and Restated Guarantee
Agreement, dated March 20, 2000, among
American Bancshares, Inc. and Gold Banc
Acquisition Corporation XI, Inc.
10.2 Assignment and Assumption of
Rights, Duties, and Obligations of Depositor
under the Amended and Restated Trust
Agreement, dated March 20, 2000, among
American Bancshares, Inc. and Gold Banc
Acquisition Corporation XI, Inc.
10.3 First Supplemental Indenture Dated
as of March 20, 2000 to Junior Subordinated
Indenture Dated as of July 7, 1998, by Gold
Banc Acquisition Corporation XI, Inc. as
successor by merger to American Bancshares,
Inc.
10.4 Resignation of Administrator of ABI
Capital Trust, dated March 20, 2000, by Brian
M. Watterson
10.5 Resignation of Administrator of ABI
Capital Trust, dated March 20, 2000, by Jerry
L. Neff
10.6 Appointment of Administrators of
ABI Capital Trust, dated March 20, 2000, by
Keith E. Bouchey
10.7 Appointment of Administrators of
ABI Capital Trust, dated March 20, 2000, by
Steven E. Rector
<PAGE>
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 22, 2000.
ABI CAPITAL TRUST
By: /s/ Keith E. Bouchey
Keith E. Bouchey
Administrator
<PAGE>
ASSIGNMENT AND ASSUMPTION
OF RIGHTS, DUTIES, AND OBLIGATIONS
OF GUARANTOR
UNDER THE
AMENDED AND RESTATED GUARANTEE AGREEMENT
Effective as of, and conditioned upon, the closing of the
merger of American Bancshares, Inc., a Florida corporation (the
"Assignor"), with and into Gold Banc Acquisition Corporation XI,
Inc., a Kansas corporation (the "Assignee"), pursuant to the
Agreement and Plan of Reorganization, dated as of September 6,
1999, as amended January 24, 2000, by and among the Assignor, the
Assignee, and Gold Banc Corporation, Inc., a Kansas corporation
and parent corporation of the Assignee, in consideration of the
receipt of good and valuable consideration, the Assignor hereby
assigns, and the Assignee hereby assumes, all of the rights,
duties, and obligations of the Assignor as Guarantor under the
Amended and Restated Guarantee Agreement, dated August 6, 1998
(the "Guarantee Agreement"), by and among the Assignor, as
Guarantor, and Bankers Trust Company, a New York banking
corporation, as Guarantee Trustee.
This assignment is made in accordance with Article VIII of
the Junior Subordinated Indenture, dated July 7, 1998, by and
among the Assignor and Bankers Trust Company, a New York banking
corporation, as trustee.
All Capitalized terms used and not otherwise defined herein
shall have the respective meanings assigned to such terms in the
Guarantee Agreement.
This Assignment and Assumption Agreement may be executed in
several counterparts, each of which shall be an original and all
of which shall constitute one and the same instrument.
[SIGNATURES ON NEXT PAGE]
<PAGE>
ASSIGNOR
AMERICAN BANCSHARES, INC.
March 20, 2000 BY: /s/ Jerry L. Neff
Jerry L. Neff
President
STATE OF FLORIDA
COUNTY OF HILLSBOROUGH
Sworn to and subscribed before me this 20th day of March, 2000.
___
X Personally known to me /__/ Produced identification ______________
/s/ Richard A. Denmon
Notary Public's Signature
(Seal)
Richard A. Denmon
Notary Public's Printed Name
ASSIGNEE
GOLD BANC ACQUISITION
CORPORATION XI, INC.
March 20, 2000 BY: /s/ Malcolm M. Aslin
Malcolm M. Aslin
President
STATE OF KANSAS
COUNTY OF JOHNSON
Sworn to and subscribed before me this 20th day of March, 2000.
___
X Personally known to me /__/ Produced identification ______________
/s/ Therese A. Armstrong
Notary Public's Signature
(Seal)
Therese A. Armstrong
Notary Public's Printed Name
<PAGE>
ASSIGNMENT AND ASSUMPTION
OF RIGHTS, DUTIES, AND OBLIGATIONS
OF DEPOSITOR
UNDER THE
AMENDED AND RESTATED TRUST AGREEMENT
Effective as of, and conditioned upon, the closing of the
merger of American Bancshares, Inc., a Florida corporation (the
"Assignor"), with and into Gold Banc Acquisition Corporation XI,
Inc., a Kansas corporation (the "Assignee"), pursuant to the
Agreement and Plan of Reorganization, dated as of September 6,
1999, as amended January 24, 2000, by and among the Assignor, the
Assignee, and Gold Banc Corporation, Inc., a Kansas corporation
and parent corporation of the Assignee, in consideration of the
receipt of good and valuable consideration, the Assignor hereby
assigns, and the Assignee hereby assumes, all of the rights,
duties, and obligations of the Assignor as Depositor under the
Amended and Restated Trust Agreement, dated July 7, 1998 (the
"Trust Agreement"), by and among the Assignor, as Depositor,
Bankers Trust Company, a New York banking corporation, as
Property Trustee, and Bankers Trust (Delaware), a Delaware
banking corporation, as Delaware Trustee.
This assignment is made in accordance with Article VIII of
the Junior Subordinated Indenture, dated July 7, 1998, by and
among the Assignor and Bankers Trust Company, a New York banking
corporation, as trustee.
All Capitalized terms used and not otherwise defined herein
shall have the respective meanings assigned to such terms in the
Trust Agreement.
This Assignment and Assumption Agreement may be executed in
several counterparts, each of which shall be an original and all
of which shall constitute one and the same instrument.
[SIGNATURES ON NEXT PAGE]
<PAGE>
ASSIGNOR
AMERICAN BANCSHARES, INC.
March 20, 2000 BY: /s/ Jerry L. Neff
Jerry L. Neff
President
STATE OF FLORIDA
COUNTY OF HILLSBOROUGH
Sworn to and subscribed before me this 20th day of March,
2000.
___
X Personally known to me /__/ Produced identification _______________
/s/ Richard A. Denmon
Notary Public's Signature
(Seal)
Richard A. Denmon
Notary Public's Printed Name
ASSIGNEE
GOLD BANC ACQUISITION
CORPORATION XI, INC.
March 20, 2000 BY: Malcolm M. Aslin
President
STATE OF KANSAS
COUNTY OF JOHNSON
Sworn to and subscribed before me this 20th day of March,
2000.
___
X Personally known to me /__/ Produced identification _______________
/s/ Therese A. Armstrong
Notary Public's Signature
(Seal)
Therese A. Armstrong
Notary Public's Printed Name
<PAGE>
GOLD BANC ACQUISITION CORPORATION XI, INC.
(A KANSAS CORPORATION)
AS SUCCESSOR BY MERGER TO
AMERICAN BANCSHARES, INC.
(A FLORIDA CORPORATION)
AND
BANKERS TRUST COMPANY
(AS TRUSTEE)
FIRST SUPPLEMENTAL INDENTURE
DATED AS OF
MARCH 20, 2000
TO
JUNIOR SUBORDINATED INDENTURE
DATED AS OF
JULY 7, 1998
<PAGE>
THIS FIRST SUPPLEMENTAL INDENTURE, (this "Supplemental
Indenture"), dated as of March 20, 2000 and effective and
conditioned upon the consummation of the Merger (as defined
below), between Gold Banc Acquisition Corporation XI, Inc., a
Kansas corporation (the "Company") (as successor by Merger to
American Bancshares, Inc., a Florida corporation ("American")),
and Bankers Trust Company, a New York banking corporation, as
Trustee (the "Trustee"), supplements the Junior Subordinated
Indenture dated as of July 7, 1998 (the "Indenture"), pursuant to
which American's 8.50% unsecured junior subordinated deferrable
interest debentures due June 30, 2028 (the "Securities") were
issued and are currently outstanding.
RECITALS
1. American, Gold Banc Corporation, Inc. a Kansas
corporation and parent corporation of the Company, and the
Company have entered into an Agreement and Plan of Reorganization
dated as of September 6, 1999, as amended January 24, 2000,
pursuant to which American will be merged with and into the
Company (the "Merger").
2. As a result of the Merger, the separate corporate
existence of American will cease and the Company will continue as
the surviving corporation under the name "GBC Florida, Inc."
3. The Merger shall become effective upon filing of
Articles of Merger with the Kansas Secretary of State and the
Florida Secretary of State.
4. Section 8.1 of the Indenture requires that the Person
into which American is merged shall expressly assume, by a
supplemental indenture, executed and delivered to the Trustee,
the due and punctual payment of the principal of (and premium, if
any) and the interest (including all Additional Interest) on all
the Securities of every series and the performance of every
covenant of the Indenture on the part of American to be performed
or observed.
5. Section 9.1(a) authorizes, without the consent of any
Holders, the execution of a supplemental indenture to evidence
the succession of another Person to American, and the assumption
by any such successor of the covenants of American under the
Indenture and in the Securities contained therein.
6. Consistent with the terms of the Indenture, the Company
has duly authorized the execution and delivery to the Trustee of
this Supplemental Indenture providing for the assumption by the
Company of the obligations under the Indenture and the
Securities;
NOW, THEREFORE, in consideration of the premises and other
good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, and pursuant to Section 8.1 of the
Indenture, the parties hereto hereby agree, for the benefit of
the respective Holders from time to time of the Securities, as
follows:
<PAGE>
ARTICLE ONE
DEFINITIONS
Capitalized terms used and not otherwise defined herein
shall have the respective meanings assigned to such terms in the
Indenture.
ARTICLE TWO
ASSUMPTION
The Company hereby expressly assumes the due and punctual
payment of the principal of (and premium, if any) and interest
(including any Additional Interest) on all the Securities of
every series and the performance of every covenant of the
Indenture on the part of the Company to be performed or observed.
ARTICLE THREE
THE TRUSTEE
The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of
this Supplemental Indenture or for or in respect of the recitals
contained herein, all of which recitals are made solely by the
Company.
ARTICLE FOUR
EFFECT OF EXECUTION AND DELIVERY HEREOF
From and after the execution and delivery of this
Supplemental Indenture, (i) the Indenture shall be deemed to be
amended and modified as provided herein, (ii) this Supplemental
Indenture shall form a part of the Indenture, (iii) except as
modified and amended by this Supplemental Indenture, the
Indenture shall continue in full force and effect, (iv) the Notes
shall continue to be governed by the Indenture, as modified and
amended by this Supplemental Indenture, and (v) every holder of
Notes heretofore and hereafter authenticated and delivered under
the Indenture shall be bound by this Supplemental Indenture.
ARTICLE FIVE
MISCELLANEOUS PROVISIONS
SECTION 5.1 HEADINGS DESCRIPTIVE.
The headings of the several Articles and Sections of this
Supplemental Indenture are inserted for convenience only and
shall not in any way affect the meaning or construction of any
provision of this Supplemental Indenture.
<PAGE>
SECTION 5.2 SUCCESSORS AND ASSIGNS.
This Supplemental Indenture shall be binding upon and inure
to the benefit of and be enforceable by the respective successors
and assigns of the parties hereto and the Holders of any
Securities then outstanding.
SECTION 5.3 COUNTERPARTS.
This Supplemental Indenture may be executed in several
counterparts, each of which shall be an original and all of which
shall constitute one and the same instrument.
SECTION 5.4 GOVERNING LAW.
This Supplemental Indenture shall be governed by and
construed in accordance with the laws of the State of New York,
without regard to principles of conflicts of laws.
[SIGNATURES ON NEXT PAGE]
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this
Supplemental Indenture to be duly executed, and their respective
corporate seals to be hereunto affixed and attested, all as of
the day and year first above written.
ATTEST: GOLD BANC ACQUISITION
CORPORATION XI, INC.
By: /s/ Keith E. Bouchey By: /s/ Malcolm M. Aslin
Keith E. Bouchey Malcolm M. Aslin
Secretary President
[SEAL]
ATTEST: BANKERS TRUST COMPANY,
AS TRUSTEE
By: /s/ Vincent Chorney By: /s/ Susan Johnson
Name: Vincent Chorney Susan Johnson
Title: Assistant Vice President Assistant Vice President
[SEAL]
<PAGE>
RESIGNATION OF ADMINISTRATOR
OF
ABI CAPITAL TRUST
The undersigned hereby resigns as an Administrator of ABI
Capital Trust, a Delaware statutory trust, under the Amended and
Restated Trust Agreement, dated July 7, 1998 (the "Trust
Agreement"), by and among the American Bancshares, Inc., a
Florida corporation, as Depositor, Bankers Trust Company, a New
York banking corporation, as Property Trustee, and Bankers Trust
(Delaware), a Delaware banking corporation, as Delaware Trustee,
effective as of, and conditioned upon, the closing of the merger
of American Bancshares, Inc. with and into Gold Banc Acquisition
Corporation XI, Inc., a Kansas corporation ("Acquisition
Subsidiary"), pursuant to the Agreement and Plan of
Reorganization, dated as of September 6, 1999, as amended January
24, 2000, by and among American Bancshares, Inc., Acquisition
Subsidiary, and Gold Banc Corporation, Inc., a Kansas corporation
and parent corporation of Acquisition Subsidiary.
To the extent that the undersigned is otherwise employed by
American, nothing in this resignation, shall be deemed to
constitute a resignation of such employment.
All Capitalized terms used and not otherwise defined herein
shall have the respective meanings assigned to such terms in the
Trust Agreement.
Dated March 20, 2000.
/s/ Brian M. Watterson
Brian M. Watterson
<PAGE>
RESIGNATION OF ADMINISTRATOR
OF
ABI CAPITAL TRUST
The undersigned hereby resigns as an Administrator of ABI
Capital Trust, a Delaware statutory trust, under the Amended and
Restated Trust Agreement, dated July 7, 1998 (the "Trust
Agreement"), by and among the American Bancshares, Inc., a
Florida corporation, as Depositor, Bankers Trust Company, a New
York banking corporation, as Property Trustee, and Bankers Trust
(Delaware), a Delaware banking corporation, as Delaware Trustee,
effective as of, and conditioned upon, the closing of the merger
of American Bancshares, Inc. with and into Gold Banc Acquisition
Corporation XI, Inc., a Kansas corporation ("Acquisition
Subsidiary"), pursuant to the Agreement and Plan of
Reorganization, dated as of September 6, 1999, as amended January
24, 2000, by and among American Bancshares, Inc., Acquisition
Subsidiary, and Gold Banc Corporation, Inc., a Kansas corporation
and parent corporation of Acquisition Subsidiary.
To the extent that the undersigned is otherwise employed by
American, nothing in this resignation, shall be deemed to
constitute a resignation of such employment.
All Capitalized terms used and not otherwise defined herein
shall have the respective meanings assigned to such terms in the
Trust Agreement.
Dated March 20, 2000.
/s/ Jerry L. Neff
Jerry L. Neff
<PAGE>
APPOINTMENT OF ADMINISTRATORS
OF
ABI CAPITAL TRUST
The undersigned hereby agrees to serve as an Administrator
of ABI Capital Trust, a Delaware statutory trust, under the
Amended and Restated Trust Agreement, dated July 7, 1998 (the
"Trust Agreement"), by and among the American Bancshares, Inc., a
Florida corporation, as Depositor, Bankers Trust Company, a New
York banking corporation, as Property Trustee, and Bankers Trust
(Delaware), a Delaware banking corporation, as Delaware Trustee,
until the earlier of my death, resignation, or removal, effective
as of, and conditioned upon, the closing of the merger of
American Bancshares, Inc. with and into Gold Banc Acquisition
Corporation XI, Inc., a Kansas corporation ("Acquisition
Subsidiary"), pursuant to the Agreement and Plan of
Reorganization, dated as of September 6, 1999, as amended January
24, 2000, by and among American Bancshares, Inc., Acquisition
Subsidiary, and Gold Banc Corporation, Inc., a Kansas corporation
and parent corporation of Acquisition Subsidiary.
All Capitalized terms used and not otherwise defined herein
shall have the respective meanings assigned to such terms in the
Trust Agreement.
Dated March 20, 2000.
/s/ Keith E. Bouchey
Keith E. Bouchey
<PAGE>
APPOINTMENT OF ADMINISTRATORS
OF
ABI CAPITAL TRUST
The undersigned hereby agrees to serve as an Administrator of
ABI Capital Trust, a Delaware statutory trust, under the Amended
and Restated Trust Agreement, dated July 7, 1998 (the "Trust
Agreement"), by and among the American Bancshares, Inc., a
Florida corporation, as Depositor, Bankers Trust Company, a New
York banking corporation, as Property Trustee, and Bankers Trust
(Delaware), a Delaware banking corporation, as Delaware Trustee,
until the earlier of my death, resignation, or removal, effective
as of, and conditioned upon, the closing of the merger of
American Bancshares, Inc. with and into Gold Banc Acquisition
Corporation XI, Inc., a Kansas corporation ("Acquisition
Subsidiary"), pursuant to the Agreement and Plan of
Reorganization, dated as of September 6, 1999, as amended January
24, 2000, by and among American Bancshares, Inc., Acquisition
Subsidiary, and Gold Banc Corporation, Inc., a Kansas corporation
and parent corporation of Acquisition Subsidiary.
All Capitalized terms used and not otherwise defined herein
shall have the respective meanings assigned to such terms in the
Trust Agreement.
Dated March 20, 2000.
/s/ Steven E. Rector
Steven E. Rector
<PAGE>
