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) November 21, 2003
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GOLD BANC CORPORATION, INC.
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(Exact name of Registrant as specified in its charter)
Kansas 0-28936 48-1008593
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(State of (Commission File (I.R.S. Employer
Incorporation) Number) Identification Number)
11301 Nall Avenue, Leawood, Kansas 66211
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (913) 451-8050
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(Former name or former address, if changed since last report)
Item 5. Other Events and Regulation FD Disclosure
On November 21, 2003, the Registrant and Gold Bank, a Kansas banking
corporation and wholly-owned subsidiary of the Registrant, entered into a
Restitution and Settlement Agreement with Michael W. Gullion, the former
Chairman of the Board, President and Chief Executive Officer of the Registrant.
Pursuant to the terms and conditions of the Restitution and Settlement
Agreement, the Registrant received a payment from Mr. Gullion in the amount of
$1.2 million on November 26, 2003. The form of the Restitution and Settlement
Agreement is attached hereto as Exhibit 99.1 and described in the Registrant's
Press Release, dated December 4, 2003, which is attached hereto as Exhibit 99.2.
The Registrant and CompuNet Engineering, Inc., a
wholly-owned subsidiary of the Registrant, entered into a Letter
of Understanding for Acquisition of CompuNet Engineering, Inc.,
with Computer Source, Inc., pursuant to which Computer Source,
Inc. has proposed to purchase the outstanding stock of CompuNet
Engineering, Inc. from the Registrant for cash. The parties are
in the process of negotiating a definitive agreement and expect
to close the transaction prior to year end.
The Registrant's Oklahoma banking subsidiary, Gold Bank, has closed the
previously announced sale of two of its rural Oklahoma branches.
The Registrant has awarded performance contingent restricted stock grants
to its Chief Executive Officer, Malcolm M. Aslin, and to its Chief Financial
Officer, Rick J. Tremblay, in recognition of their dedicated efforts following
the termination of the Registrant's prior Chief Executive Officer and as
incentive to further improve the Registrant's financial performance and stock
price.
The financial statement impact to the Registrant of each of the above
events is discussed in the Registrant's Press Release, dated December 8, 2003,
which is attached hereto as Exhibit 99.2.
Item 7. Financial Statements and Exhibits
Exhibit Number Description
99.1 Restitution and Settlement Agreement by
and among Gold Banc Corporation, Inc.,
Gold Bank and Michael W. Gullion, dated
November 21, 2003.
99.2 Press Release dated December 8, 2003.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this to be signed on its behalf by the undersigned,
hereunto duly authorized.
GOLD BANC CORPORATION, INC.
Dated: December 8, 2003
By: /s/ Rick J. Tremblay
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Rick J. Tremblay
Executive Vice President and
Chief Financial Officer