_________________________________________________________________
_________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________________
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
UNION BANKSHARES, LTD.
(NAME OF ISSUER)
________________________________
COMMON STOCK, $0.001 PAR VALUE PER SHARE
(TITLE OF CLASS OF SECURITIES)
905403101
(CUSIP NUMBER OF CLASS OF SECURITIES)
_________________________________
MICHAEL W. GULLION
GOLD BANC CORPORATION, INC.
11301 NALL AVENUE
LEAWOOD, KANSAS 66211
(913) 451-8050
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTES AND COMMUNICATIONS)
COPIES TO:
CRAIG L. EVANS, ESQ.
STINSON, MAG & FIZZELL, P.C.
1201 WALNUT STREET
KANSAS CITY, MISSOURI 64106
(816) 842-8600
__________________________________
AUGUST 9, 1999
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this
Schedule 13D, and is filing this schedule because of Sections
240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box. ___
/__/
NOTE: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See Section 240.13d-7(b) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
_________________________________________________________________
_________________________________________________________________
<PAGE>
13D
Page 2 of 5 Pages
CUSIP NO. 905403101
(1) NAME OF REPORTING PERSONS: I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS
Gold Banc Corporation, Inc.
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) X
__
(b) /__/
(3) SEC USE ONLY
(4) SOURCE OF FUNDS:
OO (no funds required)
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): __
/__/
(6) CITIZENSHIP OR PLACE OF ORGANIZATION:
Kansas
Number of (7) SOLE VOTING POWER 0
Shares Bene-
ficially (8) SHARED VOTING POWER 837,658
Owned by
Each Report- (9) SOLE DISPOSITIVE POWER 0
ing Person
With (10) SHARED DISPOSITIVE POWER 0
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON:
837,658
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES __
/__/
(13) PERCENT OF CLASS REPRESENTED TO AMOUNT IN ROW (11):
35.6%
(14) TYPE OF REPORTING PERSON:
CO
<PAGE>
Page 3 of 5 Pages
13D
ITEM 1. SECURITY AND ISSUER.
The name of the issuer is Union Bankshares, Ltd., a Delaware
corporation (the "Company"), and the address of its principal
executive offices is 1825 Lawrence Street, Suite 444, Denver, CO
80202. This Schedule 13D relates to a Voting Agreement entered
into in connection with the proposed merger (the "Merger") of the
Company into Gold Banc Acquisition Corporation VIII, Inc.
("Acquisition Subsidiary"), a wholly-owned subsidiary of Gold
Banc Corporation, Inc. ("Gold Banc"), pursuant to an Agreement
and Plan of Reorganization, dated August 9, 1999 (the "Merger
Agreement"). The Voting Agreement requires Charles R. Harrison,
Herman T. Zueck, Bruce E. Hall (collectively, the "Significant
Stockholders"), Bruce E. Hall, as trustee of the Colleen M.
Thompson Irrevocable Trust, dated June 7, 1999 (the "Thompson
Trustee"), and Bruce E. Hall, as trustee of the Andrea M.
Harrison Irrevocable Trust, dated June 7, 1999 (the "Harrison
Trustee"), to vote their shares of Common Stock of the Company
(a) in favor of the Merger, the Merger Agreement (as amended from
time to time) and the transactions contemplated by the Merger
Agreement, and (b) against any competing acquisition proposal, or
any other action or agreement that would result in a breach of
any representation, warranty, covenant or agreement of the
Company set forth in the Merger Agreement, or which could result
in any conditions to the Company's obligations under the Merger
Agreement not being fulfilled. The Voting Agreement terminates
upon the consummation of the Merger or the termination of the
Merger Agreement.
ITEM 2. IDENTITY AND BACKGROUND
(a) Name: Gold Banc Corporation, Inc., a Kansas
corporation.
(b) Principal Business: Bank holding company.
(c) Principal Business and Principal Office
Address: 11301 Nall Avenue, Leawood, Kansas 66211.
(d) During the last five years, Gold Banc has not
been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the last five years, Gold Banc has not
been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or
finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
No payments were made in connection with the execution of
the Voting Agreement.
<PAGE>
Page 4 of 5 Pages
ITEM 4. PURPOSE OF THE TRANSACTION.
The purpose of the execution of the Voting Agreement was to
induce Gold Banc to enter into the Merger Agreement, and thereby
facilitate the Merger. As a result of the Merger, the Company
will be acquired by Gold Banc. Upon consummation of the Merger,
Common Stock of the Company would become eligible for termination
of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(b) Gold Banc beneficially owns 837,658 shares of
Common Stock (35.6% of the outstanding shares), all of which Gold
Banc shares voting power, but has no dispositive power.
(c) Gold Banc has not effected any transactions
during the past 60 days.
(d) Gold Banc has shared voting power to the
extent described in the response to Item 2 hereof which is
incorporated herein by reference. Gold Banc does not have the
right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, the shares described in
the preceding sentence.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
The Voting Agreement described in Item 1 hereof, attached
hereto as Exhibit A, relates to the voting of shares of Common
Stock held by the Significant Stockholders, the Thompson Trustee
and the Harrison Trustee.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 99 - Voting Agreement, dated August 9, 1999 among
Gold Banc, the Significant Stockholders, the
Thompson Trustee and the Harrison Trustee.
<PAGE>
Page 5 of 5 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: August 19, 1999.
GOLD BANC CORPORATION, INC.
By: /s/ J. Craig Peterson
Name: J. Craig Peterson
Title: CFO
EXECUTION COPY
VOTING AGREEMENT
THIS VOTING AGREEMENT (this "Agreement"), dated as of
August 9, 1999, is made by and among CHARLES R. HARRISON, an
individual, HERMAN J. ZUECK, an individual, and BRUCE E. HALL, an
individual (collectively, the "Significant Stockholders"), BRUCE
E. HALL, as trustee of the Colleen M. Thompson Irrevocable Trust,
dated June 7, 1999 (the "Thompson Trustee"), and BRUCE E. HALL,
as trustee of the Andrea M. Harrison, dated June 7, 1999
Irrevocable Trust (the "Harrison Trustee") (the Thompson Trustee
and the Harrison Trustee are collectively referred to herein as
the "Trustees"), and GOLD BANC CORPORATION, INC., a Kansas
corporation ("Gold Banc").
RECITALS
A. Gold Banc, Gold Banc Acquisition Corporation VIII,
Inc., a Kansas corporation ("Acquisition Subsidiary"), Union
Bankshares, Ltd., a Delaware corporation (the "Company"), are
entering into an Agreement and Plan of Reorganization, dated the
date hereof (the "Merger Agreement"), which provides, among other
things, that Acquisition Subsidiary will merge into the Company
(the "Merger"). Capitalized terms used herein that are not
otherwise defined herein shall have the meanings given to such
terms in the Merger Agreement.
B. As a condition to Gold Banc entering into the
Merger Agreement, Gold Banc has required that the Significant
Stockholders and the Trustees agree, and in order to induce Gold
Banc to enter into the Merger Agreement, the Significant
Stockholders and the Trustees have agreed, to enter into this
Agreement with respect to all the shares of Company Common Stock
now owned or which may hereafter be acquired by the Significant
Stockholders and the Trustees (the "Controlled Shares").
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
is hereby acknowledged, the parties hereto agree as follows:
1. Voting Agreement. The Significant Stockholders and the
Trustees hereby agree that during the time this Agreement is in
effect, at any meeting of the stockholders of the Company,
however called, and in any action by consent of the stockholders
of the Company, the Significant Stockholders and the Trustees
shall vote their Controlled Shares: (a) in favor of the Merger,
the Merger Agreement (as amended from time to time) and the
transactions contemplated by the Merger Agreement, and (b)
against any competing Acquisition Proposal, or any other action
or agreement that would result in a breach of any representation,
warranty,<PAGE>covenant or agreement of the Company set forth in the
Merger Agreement, or which could result in any of the conditions
to the Company's obligations under the Merger Agreement not being
fulfilled.
2. Representations and Warranties. The Significant
Stockholders and the Trustees hereby represent and warrant to
Gold Banc as follows:
(a) Authority. The Significant Stockholders and the
Trustees have all necessary power and authority to execute and
deliver this Agreement, to perform their obligations hereunder
and to consummate the transactions contemplated hereby. This
Agreement has been duly and validly executed and delivered by the
Significant Stockholders and the Trustees and constitutes the
legal, valid and binding obligation of the Significant
Stockholders and the Trustees, enforceable against the
Significant Stockholders and the Trustees in accordance with its
terms.
(b) No Conflict. The execution and delivery of this
Agreement by the Significant Stockholders and the Trustees does
not, and the performance of this Agreement by the Significant
Stockholders and the Trustees will not, (i) conflict with or
violate the Certificate of Incorporation or Bylaws or other
organizational documents of the Company or any Subsidiary, (ii)
conflict with or violate any Law applicable to the Significant
Stockholders or the Trustees or to which the Controlled Shares
are subject, (iii) conflict with, violate or result in any breach
of or constitute a default (or an event that which notice or
lapse of time or both would become a default) under, or give to
others any rights of termination, amendment, acceleration or
cancellation of, or result in the creation of a Lien on any of
the Controlled Shares, pursuant to any Contract or Lien or other
instrument or obligation to which the Significant Stockholders or
the Trustees are parties, or to which the Significant
Stockholders or the Trustees or the Controlled Shares are subject
or (iv) conflict with or violate the terms of the trust
instruments to which the Trustees are subject.
(c) No Consents. The execution and delivery of this
Agreement by the Significant Stockholders and the Trustees does
not, and the performance of this Agreement by the Significant
Stockholders and the Trustees will not, require the Consent of
any Person, including any Government Entity.
3. Title to the Controlled Shares. As of the date hereof,
the Significant Stockholders are the record and beneficial owners
of 737,658 shares of Company Common Stock. Such shares are all
the Company Common Stock owned, either of record or beneficially,
by the Significant Stockholders. The Thompson Trustee is the
record owner and has the power to vote 50,000 shares of Company
Common Stock. Such shares are all of the Company Common Stock
owned of record by the Thompson Trustee. The Harrison Trustee is
the record owner and has the power to vote 50,000 shares of
Company Common Stock. Such shares are all of the Company Common
Stock owned of record by the Harrison Trustee. The Controlled
Shares are owned free and clear of all Liens, rights of first
refusal, limitations on the Significant Stockholders' or the
Trustees' voting rights, and other encumbrances of any nature
whatsoever. The Significant Stockholders<PAGE>and the Trustees have
not appointed or granted any proxies, which appointments or
grants are still effective, with respect to the Controlled
Shares.
4. Covenants. The Significant Stockholders and the
Trustees covenant and agree as follows:
(a) No Inconsistent Agreements. Except as
contemplated by this Agreement and the Merger Agreement, the
Significant Stockholders and the Trustees will not enter into any
voting agreement or grant any proxy or power of attorney with
respect to the Controlled Shares that are inconsistent with this
Agreement.
(b) No Transfer of Stock. The Significant Stockholders
and the Trustees will not, without the prior written consent of
Gold Banc, offer for sale, sell, transfer, tender, pledge,
encumber, assign, hypothecate, cause to be redeemed or purchased
or otherwise transfer or dispose of, directly or indirectly,
record or beneficial ownership of any of the Controlled Shares.
(c) No Exercise of Options. The Significant
Stockholders and the Trustees will not, without the prior written
consent of Gold Banc, exercise, sell or transfer any option or
contract to purchase, purchase any option to sell, grant any
option right or warrant to purchase, or otherwise transfer or
dispose of, directly or indirectly, record or beneficial
ownership of any option or warrant to purchase, or acquire, any
Company Common Stock or any securities convertible into any
Company Common Stock.
5. Miscellaneous.
(a) Termination. This Agreement shall terminate upon
(i) the Effective Time of the Merger or (ii) termination of the
Merger Agreement pursuant to Section 11.1.
(b) Specific Performance. The parties hereto agree
that irreparable damage would occur in the event a provision of
this Agreement is not performed in accordance with the terms
hereof and that Gold Banc shall be entitled to specific
performance of the terms hereof, in addition to any other remedy
at law or in equity.
(c) Entire Agreement. This Agreement and the Merger
Agreement constitute the entire Agreement between Gold Banc, the
Significant Stockholders and the Trustees with respect to the
subject matter hereof and thereof and supersedes all prior
agreements and understandings, both written and oral between Gold
Banc, the Significant Stockholders and the Trustees with respect
to the subject matter hereof.
(d) Amendment. The Agreement may not be amended except
by an instrument in writing signed by the parties hereto.
<PAGE>
(e) Severability. If any term or other provision of
this Agreement is invalid, illegal or incapable of being enforced
by any rule of law, or public policy, all other conditions and
provisions of this agreement shall nevertheless remain in full
force and effect so long as the economic or legal substance of
this Agreement is not effected in any manner materially adverse
to any party. Upon such determination that any term or other
provision is invalid, illegal or incapable of being enforced, the
parties hereto shall negotiate in good faith to modify this
Agreement so as to effect the original intent of the parties as
closely as possible to the fullest extent permitted by applicable
law in a mutually acceptable manner in order that the terms of
this Agreement remain as originally contemplated to the fullest
extent possible.
(f) Governing Law. This Agreement shall be governed
by, and construed in accordance with, the laws of the State of
Colorado.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and delivered as of the date first
written above.
/s/ Charles R. Harrison
Charles R. Harrison
/s/ Herman J. Zueck
Herman J. Zueck
/s/ Bruce E. Hall
Bruce E. Hall
/s/ Bruce E. Hall
Bruce E. Hall, trustee of the
Colleen M. Thompson trust,
dated June 7, 1999
/s/ Bruce E. Hall
Bruce E. Hall, trustee of the
Andrea M. Harrison trust,
dated June 7, 1999
GOLD BANC CORPORATION, INC.
By: /s/ Keith E. Bouchey
Name: Keith E. Bouchey
Title: EVP - Mergers & Acquisitions
