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
UNION BANKSHARES, LTD.
(Exact name of registrant as specified in its charter)
DELAWARE 0-21078 84-0986148
(State or other jurisdiction (Commission (IRS Employee
of incorporation) File Number) Identification No.)
1825 Lawrence Street
Suite 444
DENVER, COLORADO 80202
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (303) 298-5352
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ITEM 5. OTHER EVENTS.
On March 17, 2000, Union Bankshares, Ltd. ("Company"), Gold Banc
Corporation, Inc. ("Gold Banc") and Gold Banc Acquisition Corporation VIII, Inc.
("Merger Sub") entered into a Mutual Termination pursuant to which the Agreement
and Plan of Reorganization dated as of August 9, 1999 among the Company, Gold
Banc and Merger Sub was terminated effective immediately. A copy of the Mutual
Termination and joint press release are attached hereto as Exhibits 10.1 and
99.1, respectively, and are incorporated herein by reference.
On March 17, 2000, the Company also announced that its Board of
Directors authorized the re-purchase of up to 200,000 shares of the Company's
common stock. The Company plans to purchase stock on the open market or through
negotiated or block transactions from time to time based upon market and
business conditions.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
10.1 Mutual Termination dated as of March 17, 2000 by and among
the Company, Gold Banc Corporation, Inc. and Gold Banc
Acquisition Corporation VIII, Inc.
99.1 Joint press release dated March 17, 2000
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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.
UNION BANKSHARES, LTD.
(Registrant)
Date: March 17, 2000 By: /s/ Bruce E. Hall
-------------------------------------------
Name: Bruce E. Hall
Title: Vice President, Secretary and Treasurer
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EXHIBIT INDEX
Exhibit
No. Description
- ------- -----------
10.1 Mutual Termination dated as of March 17, 2000 by and among
the Company, Gold Banc Corporation, Inc. and Gold Banc
Acquisition Corporation VIII, Inc.
99.1 Joint press release dated March 17, 2000
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EXHIBIT 10.1
MUTUAL TERMINATION
The undersigned are parties to the Agreement and Plan of Reorganization,
dated August 9, 1999 (the "Agreement"), by and among Gold Banc Corporation,
Inc., a Kansas corporation ("Gold Banc"), Gold Banc Acquisition Corporation
VIII, Inc., a Kansas corporation ("Acquisition Subsidiary"), and Union
Bankshares, Ltd., a Delaware corporation (the "Company"). Capitalized terms used
herein that are not otherwise defined herein shall have the meanings set forth
in the Agreement.
Pursuant to Section 11.1(a) of the Agreement, the parties hereby
voluntarily and mutually agree to terminate the Agreement, effective on the date
hereof.
The parties acknowledge and agree that no party is in breach or default of
the Agreement, and that no party has any further liability or obligation to any
other party under or pursuant to the Agreement. Each party agrees to bear its
own expenses in connection with the Agreement and the termination thereof.
The execution and delivery of this mutual termination has been authorized
by the board of directors, or an executive committee of the board, of each party
hereto.
IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this mutual termination.
Dated: March 17, 2000
GOLD BANC CORPORATION, INC.
By: /s/Malcolm M. Aslin
------------------------------------------
Name: Malcolm M. Aslin
Title: President and Chief Operating
Officer
GOLD BANC ACQUISITION CORPORATION VIII, INC.
By: /s/Keith E. Bouchey
------------------------------------------
Name: Keith E. Bouchey
Title: Secretary-Treasurer
UNION BANKSHARES, LTD.
By: /s/ Charles R. Harrison
------------------------------------------
Name: Charles R. Harrison
Title: Chief Executive Officer
EXHIBIT 99.1
[Gold Banc Corporation, Inc. Letterhead]
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 payment
to the other.
"Gold Bank continues to be extremely impressed with the quality of Union's
management, assets and business plan, and wish them 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.
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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 $351 million and emphasizes relationship
banking for small to medium-sized business customers.
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.
