Chairman Michael W. Gullion reiterates positive 1998 outlook for
one of the country's fastest-growing families of community banks in address to
Annual Meeting of Shareholders; highlights two new acquisitions announced
today -- Farmers State Bank & Tri-County National Bank
LEAWOOD, Kan., April 29 /PRNewswire/ -- The Board of Directors of Gold
Banc (Nasdaq: GLDB) has authorized a two-for-one stock split in the form of a
100% stock dividend and the Company will raise its quarterly cash dividend,
post-split, to $0.02 per share, effectively increasing the total cash dividend
by 33 1/3%, announced Chairman, President and Chief Executive Officer Michael
W. Gullion today at the Company's Annual Meeting of Shareholders at the Ritz-
Carlton Hotel in Kansas City, Mo.
Shareholders will receive one additional share of common stock for each
share they hold on the record date. The additional shares will be distributed
on May 18, 1998 to shareholders of record as of the close of trading on May 6,
1998. Gold Banc currently has approximately 5.35 million common shares
outstanding. After giving effect to the split, the Company will have
approximately 10.70 million common shares outstanding.
The stock split comes 18 months after the rapidly growing Midwest-based
family of community banks became a publicly held company. Shares of Gold Banc
closed yesterday at $29.00.
"This stock split and dividend increase are expressions of our Board of
Directors' confidence in the long-term growth prospects for shareholders'
investment in Gold Banc, which has been reflected in the strength of our
earnings and share valuation to date," said Gullion. "While an increasing
number of institutional investors own shares of Gold Banc, it is our goal to
keep the price of Gold Banc stock within a comfortable range for individual
investors, as well as enhance trading liquidity by increasing the total number
of shares available without any dilution."
The Gold Banc Board of Directors also declared a quarterly cash dividend
of $0.02 per share, post-split. The cash dividend will be paid on May 29,
1998 to holders of record as of the close of trading on May 20, 1998.
Since the current $0.03 per share dividend is being distributed across
twice as many shares and the resulting post-split dividend of $0.015 is being
increased by one-half of a cent to $0.02 per share, the Company is effectively
increasing the amount of its total dividend by 33 1/3%. The cash dividend
will be paid on a post-split basis so that the increase will become effective
with the current payment.
Gullion reiterated his assessment of the Gold Banc's strong results
through the first three months of the year as an indicator of the Company's
potential performance for all of 1998. "Gold Banc's first quarter earnings
reflected the increased loan activity at our flagship Johnson County and
Kansas locations, plus increases in fee-based or noninterest income fueled by
our growing Midwest Capital broker/dealer business. The close of the Midwest
Capital and Alma acquisitions also contributed to across-the-board increases
in results for the first quarter. This was partially offset by the interest
expense from the issuance of $28.8 million of subordinated debentures in
December. The issuance of the debentures, however, provided us with
additional capital for growth and acquisition, a portion of which we have yet
to deploy. With credit quality holding steady at traditional hallmark levels
and the identification and leveraging of further operating efficiencies, our
first quarter results should serve as a good bellwether for the rest of the
year."
The stock split and dividend increase do not affect Gold Banc's public
offering announced December 15, 1997 of 1,000,000 Trust Preferred Securities
by GBCI Capital Trust (Nasdaq: GLDBP), a statutory business trust established
by the Company for the exclusive purpose of issuing and selling trust
securities and using the proceeds to purchase the Company's Junior
Subordinated Debentures. Nor does the split or dividend increase affect the
Company and Trust's sale of an additional 150,000 Trust Preferred Securities
pursuant to the exercise by the underwriters of their over-allotment option.
Acquisitions Highlight Value of Community Banking Focus
Further highlighting the value of the Company's community banking focus as
an important aspect of its growth strategy, Gullion cited two new pending
acquisitions which were also announced today in separate releases.
The Company signed a definitive merger agreement for $8.5 million in cash
to acquire Farmers State Bancshares, Inc. of Sabetha, Kan., and its wholly
owned subsidiary, Farmers State Bank, which had total assets of $48.7 million,
deposits of $42.7 million and loans of $22.1 million at March 31, 1998.
The Company also signed a definitive merger agreement to acquire Tri-
County Bancshares, Inc. of Washington, Kan., and its wholly owned subsidiary,
Tri-County National Bank, in a combination cash and stock-for-stock/tax free
transaction valued at $4.4 million. With locations in Concordia, Linn and
Washington, Kan., Tri-County had total assets of $43.8 million, deposits of
$40.4 million and loans of $26.2 million at March 31, 1998.
Both the Farmers and Tri-County transactions will be accounted for as
purchases, are expected to be accretive to Gold Banc's earnings in 1998 and
are set to close in the third quarter of 1998. Each merger must be approved
by the respective bank's shareholders as well as the appropriate federal
regulatory agencies. When completed, the two mergers are projected to boost
Gold Banc's assets to approximately $659 million, deposits to $538 million and
loans to $418 million based on March 31, 1998 pro forma data.
Gullion emphasized: "While large commercial banks are growing even larger
via corporate mergers, more and more community banks are looking for ways to
preserve the personalized level of service that their customers value while
also expanding the range of financial services they can offer. Both Farmers
State Bank and Tri-County National Bank are prosperous institutions with
strong deposit market shares and outstanding records of commitment to their
respective communities. As members of the Gold Banc family, they can continue
this tradition via their own boards of directors, strong local identities and
flexible, responsive decision making tailored to the needs of individual
customers. Not only does each member benefit from Gold Banc's considerably
greater financial strength, their customers also gain access to our
comprehensive array of banking services without compromising their banking
relationships."
Business Transacted at the Annual Meeting of Shareholders
In business matters transacted at the Annual Meeting, Gold Banc
shareholders re-elected two members to the Company's six-member Board of
Directors. D. Michael Browne, director since November 1989; and Allen D.
Petersen, director since July 1997; were each re-elected to three-year terms.
Shareholders also voted to retain the Company's auditors, KPMG Peat Marwick
LLP, for the year 1998.
About Gold Banc
Gold Banc, a multi-bank holding company, currently owns and operates the
following community banks: Exchange National Bank, with locations in Leawood,
Shawnee and Marysville, Kan.; Citizens State Bank and Trust Company, located
in Seneca, Kan.; Peoples National Bank, Clay Center, Kan.; Farmers National
Bank, Oberlin, Kan.; the First National Bank in Alma, located in Alma, Kan.;
and Provident Bank, f.s.b., located in St. Joseph, Mo. Each of these
community banks provides a full range of commercial and consumer banking
services in their respective markets, with each bank retaining its board of
directors, local identity and decision-making authority. In addition, Gold
Banc owns Midwest Capital Management, Inc., a full service broker/dealer and
investment management firm based in Kansas City, Mo.
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 a
merger cannot be fully realized or realized within the expected time frame;
(2) revenues following the mergers 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.
SOURCE Gold Banc
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Related links:
http://www.goldbanc.com
CONTACT:
Keith E. Bouchey, Exec. V.P. & CFO,
keithb@goldbanc.com, or Brian J. Ruisinger, Investor Relations,
brianr@goldbanc.com, 913-451-8050, both of Gold Banc; or Mike
Arneth, General Information, 312-640-6734, or mga@chi.frbd.com,
Paul Scheeler, Analysts/Investors, 312-640-6742, or
pas@chi.frbd.com, or Bess Gallanis, Media Inquiries,
312-640-6737, or bag@chi.frbd.com, all of The Financial Relations
Board
NOTE TO EDITORS: 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. Visit
the Gold banc web site at: http://www.goldbanc.com
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