LEAWOOD, Kan., Oct. 15 /PRNewswire/ -- Gold Banc Corporation, Inc.,
(Nasdaq: GLDB), announced today that its Board of Directors has adopted a
Shareholder Rights Plan. To effect the Plan, the Board declared a dividend
distribution of one Preferred Stock Purchase Right for each outstanding share
of Gold Banc Corporation common stock.
Michael W. Gullion, Chief Executive Officer of Gold Banc Corporation,
said: "This Plan is similar to plans adopted by many other companies. The
Rights are designed to safeguard Gold Banc Corporation and its stockholders
from coercive or unfair offers as well as to preserve the Board's bargaining
power and flexibility in dealing with hostile takeover attempts. Such
attempts may take the form of a "creeping" open market acquisition, a partial
or two-tiered tender offer that does not treat all stockholders equally, or
unfair takeover tactics that the Board believes are not in the best interests
of the Company and its stockholders. We are not aware of any efforts to
acquire Gold Banc Corporation and this Rights Plan is only a precaution taken
to protect the interests of our stockholders."
The Rights will be issued on October 28, 1999 to the stockholders of
record as of that date and will expire in ten years, unless earlier redeemed
or exchanged by Gold Banc Corporation. The Rights distribution is not
initially taxable to stockholders. Because the Rights will not be initially
exercisable and will trade with Gold Banc Corporation's common stock, separate
rights certificates will not be provided at this time.
The Rights will be exercisable only if a person or group acquires 15% or
more of the Company's common stock or announces a tender offer, the
consummation of which would result in ownership by a person or group of 15% or
more of the Company's common stock. Each Right will initially entitle the
holder to purchase one one-thousandth of a share of a new series of preferred
stock at an exercise price of $40.00. If, however, a person or group acquires
15% or more of the Company's outstanding common stock ("Interested
Stockholder"), each Right will entitle its holder, other than an Interested
Stockholder and its affiliates and associates, to purchase, at the Right's
then-current exercise price, a number of shares of the Company's common stock
having a market value of twice the Right's exercise price. At any time within
ten business days after a person or group becomes an Interested Stockholder,
the Rights are redeemable for one cent per Right at the option of the Board of
Directors.
The Plan also includes the "share exchange" feature which provides the
Board with additional flexibility in responding to a hostile takeover attempt
when the Rights become exercisable. The Board will have the option of
exchanging, in whole or in part, each Right of each holder (other than Rights
held by the Interested Stockholder and its affiliates and associates, which
would become void) for one share of Gold Banc Corporation common stock
(subject to adjustments for stock splits, stock dividends and similar
transactions). This provision is intended to avoid the expense of requiring
Rights holders to exercise their rights and alleviates the uncertainty as to
whether holders will exercise the rights. The dilution caused by
implementation of the share exchange feature would be substantial, but not as
extensive as the dilution that would potentially occur if all holders were to
exercise the rights after they became exercisable.
In addition, if after the Rights become exercisable, the Company is
acquired in a merger or other business combination transaction, or sells 50%
or more of its assets or earning power, to or with an Interested Stockholder
or any other person in a transaction in which all stockholders are not treated
alike, each Right will entitle its holder to purchase, at the Right's
then-current exercise price, a number of shares of the acquiring company's
common stock having a market value at the time of twice the Right's exercise
price.
A summary of the Rights Plan will be provided to Gold Banc Corporation
stockholders shortly after the record date.
Gold Banc is one of the country's fastest growing financial services
organizations utilizing a network of community banks.
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, or visit the Gold Banc page on FRB's web site
at http://www.frbinc.com .
Visit Gold Banc at http://www.goldbanc.com .
SOURCE Gold Banc Corporation, Inc.
 back to top
Related links:
http://www.goldbanc.com
CONTACT:
J. Craig Peterson, Exec. V.P. & CFO,
craigp@goldbanc.com, or Keith E. Bouchey, Exec. V.P.-M&A,
keithb@goldbanc.com, both of Gold Banc, 913-451-8050; General
Information, Mike Arneth, 312-640-6734 or marneth@frb.bsmg.com,
Analysts-Investors, Paul Scheeler, 312-640-6742, or
pscheele@frb.bsmg.com, or Media Inquiries, Joyce Hanson,
312-640-6756, or jhanson@frb.bsmg.com, all of The Financial
Relations Board
|
