Gold Banc Corp Inc – SUPPLEMENT TO CHANGE IN CONTROL AGREEMENT (March 16th, 2006)THIS SUPPLEMENT TO CHANGE IN CONTROL AGREEMENT (this “Supplement”), dated as of March 3, 2006, is made by and between ROGER ARWOOD (“Employee”) and GOLD BANC CORPORATION, INC. (“Employer”).
Gold Banc Corp Inc – Gold Banc Shareholders Approve Merger Agreement with M&I (January 25th, 2006)Gold Banc Press Release Contact:Rick J. Tremblay Linda K. Seefeldt Chief Financial Officer SVP-Director of Marketing 913.451.8050 & Communications RickTremblay@GoldBanc.com 913.319.5200 LindaSeefeldt@GoldBanc.com www.goldbank.com For Immediate Release Gold Banc Shareholders Approve Merger Agreement with M&I -------------------------------------------------------------------------------- Leawood, Kansas (January 25, 2006) - Gold Banc Corporation, Inc. (Nasdaq: GLDB) today announced that its shareholders approved the merger agreement with Marshall & Ilsley Corporation (NYSE: MI) (M&I) pursuant to which Gold Banc would merge with and into M&I and Gold Banc's shareholders would receive a combination of cash and shares of
Gold Banc Corp Inc – AGREEMENT AND PLAN OF MERGER BETWEEN GOLD BANC CORPORATION, INC. AND MARSHALL & ILSLEY CORPORATION Dated as of November 9, 2005 (November 10th, 2005)AGREEMENT AND PLAN OF MERGER, dated as of November 9, 2005 (the “Agreement”), between Gold Banc Corporation, Inc., a Kansas corporation (the “Seller”), and Marshall & Ilsley Corporation, a Wisconsin corporation (the “Company”).
Gold Banc Corp Inc – Marshall & Ilsley Corporation Gold Banc Corporation, Inc. (November 10th, 2005)Milwaukee, Wis. and Leawood, Kan. — Nov. 10, 2005 — Marshall & Ilsley Corporation (NYSE: MI) (M&I) and Gold Banc Corporation, Inc. (NASDAQ: GLDB) (Gold Banc), the holding company for Gold Bank, today announced they have signed a definitive agreement to merge. M&I has offered Gold Banc shareholders $18.50 per share, consisting of $2.78 in cash and $15.72 in M&I common stock. The total transaction value is approximately $700 million.
Gold Banc Corp Inc – AGREEMENT AND PLAN OF MERGER BETWEEN GOLD BANC CORPORATION, INC. AND MARSHALL & ILSLEY CORPORATION Dated as of November 9, 2005 (November 10th, 2005)AGREEMENT AND PLAN OF MERGER, dated as of November 9, 2005 (the “Agreement”), between Gold Banc Corporation, Inc., a Kansas corporation (the “Seller”), and Marshall & Ilsley Corporation, a Wisconsin corporation (the “Company”).
Gold Banc Corp Inc – STOCKHOLDER VOTING AGREEMENT (November 10th, 2005)STOCKHOLDER VOTING AGREEMENT, dated as of November 9, 2005 (the “Agreement”), among Marshall & Ilsley Corporation, a Wisconsin corporation (the “Company”) and the persons listed on Schedule I hereto (each a “Stockholder” and, collectively, the “Stockholders”).
Gold Banc Corp Inc – STOCKHOLDER VOTING AGREEMENT (November 10th, 2005)STOCKHOLDER VOTING AGREEMENT, dated as of November 9, 2005 (the “Agreement”), among Marshall & Ilsley Corporation, a Wisconsin corporation (the “Company”) and the persons listed on Schedule I hereto (each a “Stockholder” and, collectively, the “Stockholders”).
Gold Banc Corp Inc – CLOSING AGREEMENT ON FINAL DETERMINATION COVERING SPECIFIC MATTERS By and between Internal Revenue Service Director, Tax Exempt Bonds -and- Gold Bank (EIN 48-0357520) (November 7th, 2005)Under section 7121 of the Internal Revenue Code (the “Code”), Gold Bank (the “Bank”) and the Commissioner of Internal Revenue (the “Commissioner” or “Service”) make this closing agreement (the “Agreement”).
Gold Banc Corp Inc – CLOSING AGREEMENT ON FINAL DETERMINATION COVERING SPECIFIC MATTERS By and between Internal Revenue Service Director, Tax Exempt Bonds -and- Gold Bank (EIN 48-0357520) (November 7th, 2005)Under section 7121 of the Internal Revenue Code (the “Code”), Gold Bank (the “Bank”) and the Commissioner of Internal Revenue (the “Commissioner” or “Service”) make this closing agreement (the “Agreement”).
Gold Banc Corp Inc – CLOSING AGREEMENT ON FINAL DETERMINATION COVERING SPECIFIC MATTERS By and between Internal Revenue Service Director, Tax Exempt Bonds -and- Gold Bank (EIN 48-0357520) (November 7th, 2005)Under section 7121 of the Internal Revenue Code (the “Code”), Gold Bank (the “Bank”) and the Commissioner of Internal Revenue (the “Commissioner” or “Service”) make this closing agreement (the “Agreement”).
Gold Banc Corp Inc – PRESS RELEASE CONTACT: Rick J. Tremblay Chief Financial Officer ricktremblay@goldbanc.com www.goldbanc.com (October 21st, 2005)Leawood, Kansas (October 20, 2005) – Gold Banc Corporation, Inc. (Nasdaq: GLDB), today announced earnings for the quarter ended September 30, 2005 of $5.0 million or $0.13 per share. This is an increase of $6.8 million over the third quarter 2004 net loss of $1.8 million or $0.05 per share. Year to date earnings were $38.4 million or $1.00 per share compared to $11.8 million or $0.29 per share in the prior year. Additionally, the board of directors authorized an expenditure of up to $20.0 million for the repurchase of common stock, which is supplemental to the $32.0 million of stock previously repurchased this year.
Gold Banc Corp Inc – PRESS RELEASE DATED OCTOBER 17, 2005 (October 18th, 2005)EXHIBIT 99.1 PRESS RELEASE DATED OCTOBER 17, 2005 Gold Banc PRESS RELEASE CONTACT: Rick J. Tremblay Chief Financial Officer 913.451.8050 ricktremblay@goldbanc.com www.goldbanc.com FOR IMMEDIATE RELEASE GOLD BANK SETTLES IRS CLAIMS OVER HOUSING REVENUE BOND INVESTMENTS FOR $3.5 MILLION, RECOVERS $4.6 MILLION IN SETTLEMENT OF CLAIMS AGAINST OTHER PARTICIPANTS LEAWOOD, Kansas-October 17, 2005---Gold Banc today announced that its Gold Bank Kansas subsidiary had reached three settlements totaling $3.485 million with the Internal Revenue Service over $14.2 million in multi-family housing revenue
Gold Banc Corp Inc – FIRST AMENDMENT TO THE BRANCH PURCHASE AND ASSUMPTION AGREEMENT (August 8th, 2005)THIS FIRST AMENDMENT TO THE BRANCH PURCHASE AND ASSUMPTION AGREEMENT (this “Amendment”), dated May 31, 2005, is made by and between Gold Bank, a Kansas banking corporation (“Seller”), and Olney Bancshares of Texas, Inc., a Texas corporation (“Buyer”).
Gold Banc Corp Inc – REAL ESTATE PURCHASE CONTRACT (August 8th, 2005)THIS CONTRACT is made and executed as of the 3rd day of May, 2005, by and between BK PROPERTIES, LLC, a Missouri limited liability company (“Buyer”), and GOLD BANK, a Kansas corporation (“Seller”).
Gold Banc Corp Inc – REAL ESTATE PURCHASE CONTRACT (August 8th, 2005)THIS CONTRACT is made and executed as of the 25th day of May, 2005 (the “Effective Date”), by and between GOLD BANK, a Kansas corporation, (“Buyer”), and [***] (“Seller”).
Gold Banc Corp Inc – PRESS RELEASE CONTACT: Rick J. Tremblay Chief Financial Officer ricktremblay@goldbanc.com www.goldbanc.com (July 14th, 2005)Leawood, Kansas (July 13, 2005) – Gold Banc Corporation, Inc. (Nasdaq: GLDB), a $4.1 billion financial services company offering banking and asset management services, today announced earnings for the quarter ended June 30, 2005 of $25.3 million or $0.66 per share. This is an increase of $25.0 million over the second quarter 2004 earnings of $0.3 million or $0.01 per share. Year to date earnings were $33.4 million or $0.86 per share compared to $13.6 million or $0.35 per share in the prior year. This is an increase in earnings of 145.2% over the prior year that included a $20.6 million gain on branch sales as well as qui tam litigation settlement expenses of $14.0 million.
Gold Banc Corp Inc – PRESS RELEASE CONTACT: Rick J. Tremblay Linda Seefeldt Chief Financial Officer SVP – Director of Marketing ricktremblay@goldbanc.com lindaseefeldt@goldbanc.com www.goldbank.com (June 21st, 2005)Leawood, Kansas — 6/20/2005 (NASDAQ: GLDB) — Gold Bank, a subsidiary of Gold Banc Corporation, Inc. (“Gold Banc”), completed the previously announced sale of five central Oklahoma branches (El Reno, Enid, Hennessey, Kingfisher and Oklahoma City).
Gold Banc Corp Inc – PRESS RELEASE CONTACT: Rick J. Tremblay Linda Seefeldt Chief Financial Officer SVP – Director of Marketing ricktremblay@goldbanc.com lindaseefeldt@goldbanc.com www.goldbank.com (June 8th, 2005)Leawood, Kansas - 6/7/2005 (NASDAQ: GLDB) - Gold Banc Corporation, Inc. (Gold Banc) announced today that it received an order in the case of Wayne E. Janzen, et al., vs. Gold Banc Corporation, Inc., et al., pending in Kingfisher County, Oklahoma.
Gold Banc Corp Inc – PRESS RELEASE CONTACT: Rick J. Tremblay Linda Seefeldt Chief Financial Officer SVP – Director of Marketing ricktremblay@goldbanc.com lindaseefeldt@goldbanc.com www.goldbank.com (May 23rd, 2005)Leawood, Kansas - 5/20/2005 (NASDAQ: GLDB) — Gold Banc Corporation, Inc. today announced that the District Court for Washita County, Oklahoma has granted Gold Bank’s motion to dismiss with prejudice a proposed class action case filed by H.D. Young, et al. against the Company, GBC Kansas, Inc. and Gold Bank, a Kansas bank. The ruling is subject to confirmation in a written order by the court, which may be appealed by the plaintiffs.
Gold Banc Corp Inc – GOLD BANK PRESS RELEASE (May 13th, 2005)GOLD BANK PRESS RELEASE CONTACT: Rick J. Tremblay Linda Seefeldt Chief Financial Officer SVP - Director of Marketing 913.451.8050 913.451.8050 ricktremblay@goldbanc.com lindaseefeldt@goldbanc.com www.goldbank.com FOR IMMEDIATE RELEASE Gold Banc Adds Roger Arwood as Executive Vice President and Chief Business Banking Officer Leawood, Kansas - May 9, 2005 (Nasdaq: GLDB) - Mick Aslin, President and CEO of Gold Banc Corporation, Inc (Gold Banc), the $4.4 billion dollar banking and asset management company with 38 locations in Florida, Kansas, Missouri, and Oklahoma, today announced that Roger M. Arwood will join the company as Executive Vice President and Chief Business Banking Officer for Gold Banc Corporation, and as President of Gold Bank, overseeing it's
Gold Banc Corp Inc – FEDERAL HOME LOAN BANK OF ATLANTA AGREEMENT FOR ADVANCES AND SECURITY AGREEMENT WITH BLANKET FLOATING LIEN (March 16th, 2005)AGREEMENT, dated as of December, 21 1994 between American Bank of Bradenton having its principal place of business at 4702 Cortez Road West, Bradenton, FL 34210 ("Member") and the Federal Home Loan Bank of Atlanta, 1475 Peachtree Street, N. E., Atlanta, Georgia 30309 ("Bank").
Gold Banc Corp Inc – GOLD BANC CORPORATION, INC. as Company INDENTURE Dated as of November 10, 2004 JPMORGAN CHASE BANK As Trustee JUNIOR SUBORDINATED DEBT SECURITIES Due December 15, 2034 (March 16th, 2005)THIS INDENTURE, dated as of November 10, 2004, between Gold Banc Corporation, Inc., a financial holding company incorporated in Kansas (hereinafter sometimes called the "Company"), and JPMorgan Chase Bank as trustee (hereinafter sometimes called the "Trustee").
Gold Banc Corp Inc – GOLD BANC CORPORATION, INC. as Issuer INDENTURE Dated as of March 15, 2004 WILMINGTON TRUST COMPANY as Trustee FLOATING RATE JUNIOR SUBORDINATED DEBT SECURITIES DUE 2034 (March 16th, 2005)THIS INDENTURE, dated as of March 15, 2004, between Gold Banc Corporation, Inc., a financial holding company incorporated in the state of Kansas (hereinafter sometimes called the “Company”), and Wilmington Trust Company, a Delaware banking corporation, as trustee (hereinafter sometimes called the “Trustee”).
Gold Banc Corp Inc – SWAP TRANSACTION CONFIRMATION (March 16th, 2005)This confirms the terms of the Transaction described below between Counterparty and Wachovia. The definitions and provisions contained in the 2000 ISDA Definitions, as published by the international Swaps and Derivatives Association. Inc., are incorporated into this Confirmation. In the event of any inconsistency between those definitions and provisions and this Confirmation, this Confirmation will govern.
Gold Banc Corp Inc – GOLD BANK Employment Agreement (March 16th, 2005)THIS EMPLOYMENT AGREEMENT (the "Agreement') is made and entered into effective as of the 18th day of April 2002 (the "Effective Date"), by and between Jerry L. Neff (referred to herein as "Employee") and Gold Bank, formerly know as American Bank (referred to herein as "Employer").
Gold Banc Corp Inc – GUARANTEE AGREEMENT GOLD BANC CORPORATION, INC. Dated as of March 15, 2004 (March 16th, 2005)This GUARANTEE AGREEMENT (the “Guarantee”), dated as of March 15, 2004, is executed and delivered by Gold Banc Corporation, Inc., a financial holding company incorporated in the state of Kansas (the “Guarantor”), and Wilmington Trust Company, a Delaware banking corporation, as trustee (the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Capital Securities (as defined herein) of Gold Banc Trust IV, a Delaware statutory trust (the “Issuer”).
Gold Banc Corp Inc – FEDERAL HOME LOAN BANK OF DES MOINES Des Moines, Iowa AGREEMENT FOR ADVANCES, PLEDGE AND SECURITY AGREEMENT (March 16th, 2005)This Agreement for Advances, Pledge and Security Agreement ("Agreement"), effective the 16th day of January, 1989, is entered between PROVIDENT SAVINGS AND LOAN ASSOCIATION ("Member"), with principal offices at St. Joseph, Missouri and the Federal Home Loan Bank of Des Moines ("Bank"), with principal offices at 907 Walnut, Des Moines, Iowa 50309.
Gold Banc Corp Inc – GUARANTEE AGREEMENT GOLD BANC CORPORATION, INC. Dated as of November 10, 2004 (March 16th, 2005)This GUARANTEE AGREEMENT (the "Guarantee"), dated as of November 10, 2004, is executed and delivered by Gold Banc Corporation, Inc., incorporated in Kansas (the "Guarantor"), and JPMorgan Chase Bank, as trustee (the "Guarantee Trustee"), for the benefit of the Holders (as defined herein) from time to time of the Capital Securities (as defined herein) of Gold Banc Capital Trust V, a Delaware statutory trust (the "Issuer").
Gold Banc Corp Inc – ISDA® International Swap Dealers Association, Inc. MASTER AGREEMENT dated as of November 16, 2004 (March 16th, 2005)have entered and/or anticipate entering into one or more transactions (each a "Transaction") that are or will be governed by this Master Agreement, which includes the schedule (the "Schedule"), and the documents and other confirming evidence (each a "Confirmation") exchanged between the parties confirming those Transactions.
Gold Banc Corp Inc – ISDA® International Swaps and Derivatives Association, Inc. CREDIT SUPPORT ANNEX to the Schedule to the ISDA MASTER AGREEMENT dated as of November 16, 2004 between WACHOVIA BANK, NATIONAL ASSOCIATION ("Party A") and GOLD BANK ("Party B") (March 16th, 2005)This Annex supplements, forms part of, and is subject to, the ISDA Master Agreement referred to above (this "Agreement"), is part of its Schedule and is a Credit Support Document under this Agreement with respect to each party.
Gold Banc Corp Inc – AMENDED TRANSACTION (March 16th, 2005)The purpose of this letter agreement (this 'Confirmation') is to set forth the terms and conditions of the Transaction entered into between GOLD BANK – KANSAS ('Counterparty) and Citibank N.A., New York ('Citibank') on the Trade Date specified below (the 'Transaction'). This Confirmation amends, restates and supersedes any prior Confirmation for this Transaction.
Gold Banc Corp Inc – AMENDED AND RESTATED DECLARATION OF TRUST OF GOLD BANC TRUST IV Dated as of March 15, 2004 (March 16th, 2005)AMENDED AND RESTATED DECLARATION OF TRUST (as amended or supplemented from time to time in accordance with the terms hereof, this “Declaration”), dated and effective as of March 15, 2004, by the Trustees (as defined herein), the Administrators (as defined herein), the Sponsor (as defined herein) and the holders from time to time of undivided beneficial interests in the assets of the Trust (as defined herein) to be issued pursuant to this Declaration.
Gold Banc Corp Inc – AMENDED TRANSACTION (March 16th, 2005)The purpose of this letter agreement (this 'Confirmation') is to set forth the terms and conditions of the Transaction entered into between GOLD BANK – KANSAS ('Counterparty') and Citibank N.A., New York ('Citibank') on the Trade Date specified below (the 'Transaction'). This Confirmation amends, restates and supersedes any prior Confirmation for this Transaction.
Gold Banc Corp Inc – AMENDED AND RESTATED DECLARATION OF TRUST GOLD BANC TRUST III Dated as of March 15, 2004 (March 16th, 2005)AMENDED AND RESTATED DECLARATION OF TRUST (this "Declaration"), dated and effective as of March 15, 2004, by the Trustees (as defined herein), the Administrators (as defined herein), the Sponsor (as defined herein) and the holders from time to time of undivided beneficial interests in the assets of the Trust (as defined herein) to be issued pursuant to this Declaration.
Gold Banc Corp Inc – AMENDED AND RESTATED DECLARATION OF TRUST GOLD BANC CAPITAL TRUST V Dated as of November 10, 2004 (March 16th, 2005)AMENDED AND RESTATED DECLARATION OF TRUST (this "Declaration"), dated and effective as of November 10, 2004, by the Trustees (as defined herein), the Administrators (as defined herein), the Sponsor (as defined herein) and the holders from time to time of undivided beneficial interests in the assets of the Trust (as defined herein) to be issued pursuant to this Declaration.
