$56 million tax-free stock swap is Gold Banc's sixth and largest acquisition
in 1998; Extends fast-growing community banking family's presence into third
state of Oklahoma
LEAWOOD, Kan., Sept. 2 /PRNewswire/ -- Gold Banc (Nasdaq: GLDB) today
announced a definitive merger agreement with Citizens Bancorporation, Inc. of
Tulsa, Okla., in a tax-free stock swap valued at approximately $56 million.
Citizens Bank of Tulsa, a wholly-owned subsidiary of Citizens Bancorporation,
had total assets of $233 million, core deposits of $214 million and net loans
of $164 million at June 30, 1998.
When completed, this acquisition together with the acquisitions of First
State Bank of Pittsburgh, Kan., and The Trust Company, St. Joseph, Mo.,
currently pending will increase Gold Banc's total assets to approximately
$1.04 billion, compared to $305 million just two years ago, making Gold Banc
one of the fastest-growing families of community banks in the country. Gold
Banc is headquartered in Johnson County, Kan., which has been ranked as the
fifth fastest-growing county and one of the most prosperous regional economies
in the U.S.
The exchange ratio of the merger is fixed at approximately 149.33 shares
of Gold Banc common stock for each share of Citizens Bancorporation stock.
Gold Banc has 11.1 million shares of common stock outstanding and the closing
price as of Sept. 1, 1998 was $14.00 per share. The common stock of Citizens
Bancorporation is not publicly traded.
Michael W. Gullion, Gold Banc President and Chief Executive Officer,
commented: "Citizens Bank of Tulsa is an exceptional community bank with
outstanding management, and their earnings performance will add significantly
to our own. Citizens is our sixth acquisition announced so far this year and
one which takes us into the neighboring state of Oklahoma, where we have
prospects for further expansion. The addition of Citizens to the Gold Banc
family is also a milestone for us as we surpass the $1 billion asset mark, a
new magnitude in our level of institutional strength."
"Furthermore," added Gullion, "Citizens' relationships with its hundreds
of small business customers and its commitment to local banking are among the
strongest we have ever seen. We believe this is because Citizens maintains
some of the highest possible standards in community banking for flexible,
responsive, personalized customer service. We intend to continue this
tradition by preserving Citizens' strong local management team and
decision-making authority."
Set to close in the fourth quarter of 1998, the Citizens Bank of Tulsa
transaction will be accounted for as a pooling and is expected to be accretive
to Gold Banc's earnings in 1998. The transaction must be approved by
shareholders of Gold Banc and Citizens, respectively, and the appropriate
federal regulatory agencies.
Gene Dillard, Citizens' Chairman of the Board, and Eric Bohne, President,
said in a joint statement: "Our board is of the unanimous opinion that
joining Gold Banc will allow us to maintain and even strengthen our community
banking focus while at the same time providing access to significant
additional resources and investment management capabilities of benefit to our
customers as well as enhanced operating efficiencies for the bank. We will
soon be able to offer an expanded range of banking and financial services
including trust services and alternative investment products. Our focus has
always been on customer service and so we see tremendous advantages to
membership in the Gold Banc family, which shares our sales and customer
service philosophy."
Citizens Bank of Tulsa is located in the second largest city in the state
of Oklahoma. The bank maintains numerous long-standing relationships with
small business customers and has a well-established reputation for excellent
service and commitment to the community.
When completed, the merger is projected to boost Gold Banc's total assets
to approximately $1.04 billion, core deposits to $873 million and net loans
to $682 million based on June 30, 1998 pro forma data, which also includes the
pending acquisitions of First State Bank & Trust Company of Pittsburgh, Kan.,
and The Trust Company, St. Joseph, Mo.
About the Gold Banc Family
Gold Banc, a multi-bank holding company, currently owns and operates the
following family of 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.; Farmers State Bank of Sabetha, Kan.; Tri-County National Bank
of Washington, Kan.; Peoples State Bank of Colby, 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. Gold Banc also 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 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.
SOURCE Gold Banc Corporation, Inc.
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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, both of Gold Banc, 913-451-8050; 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.
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