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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): January 24, 2000
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AMERICAN BANCSHARES, INC.
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(Exact Name of Registrant as Specified in its Charter)
Florida 0-27474 65-0624640
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
Incorporation) Identification
Number)
4502 Cortez Road West, Bradenton, Florida 34210-2801
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (941) 795-3050
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ITEM 5. OTHER EVENTS.
American Bancshares, Inc., a Florida corporation ("ABAN"), Gold Banc
Corporation, Inc., a Kansas corporation ("Gold Banc"), and Gold Banc Acquisition
Corporation XI, Inc., a Kansas corporation and wholly-owned subsidiary of Gold
Banc ("Acquisition Subsidiary"), have entered into an amendment (the
"Amendment") dated January 24, 2000 to the Agreement and Plan of Reorganization
dated September 6, 1999 by and between the parties (the "Merger Agreement")
whereby, among other things, ABAN will be merged with and into the Acquisition
Subsidiary (the "Merger"). A copy of the Amendment is attached hereto as Exhibit
2.1 and is incorporated herein by reference. The press release announcing, among
other things, the Amendment is attached hereto as Exhibit 99.1.
Pursuant to the Amendment, the parties have agreed to revise the
Merger Agreement to, among other things, (a) for ABAN, in anticipation of the
Merger, to realize certain losses in its bond portfolio and, in connection
therewith, amend the definition of "Total Equity Capital" so that the
realization of such bond losses will not adversely affect ABAN's ability to
satisfy the financial measures set forth in Section 8.5 of the Merger Agreement
(the "Financial Measures"), (b) to lower the Average Gold Banc Stock Price at
which ABAN will have the right to terminate the Merger Agreement from $10.00 to
$9.25 (the "Floor Price Requirement"), (c) to eliminate any obligation of ABAN
to negotiate with Gold Banc prior to exercising its right to terminate the
Merger Agreement upon the failure to satisfy the Floor Price Requirement and to
provide ABAN until March 31, 2000 to terminate the Merger Agreement for such
failure, (d) to permit ABAN to dissolve Freedom Finance Company, its
wholly-owned subsidiary, and (e) to eliminate any requirement that ABAN
reimburse Gold Banc or Acquisition Subsidiary for their expenses in the event
that Gold Banc terminates the Merger Agreement due to ABAN's inability to
satisfy any of the Financial Measures.
The foregoing summary of the contents of the Amendment is qualified in
its entirety by reference to Exhibit 2.1 to this Current Report on Form 8-K.
In addition to the adoption of the Amendment, the Board of Directors
of ABAN (the "Board") recently has experienced several changes in its
membership, as set forth below:
o R. Jay Taylor resigned from the Board, effective October 25,
1999, citing his inability to devote sufficient time to the
ABAN Board as a result of the time demands of his other
business activities.
o Richard Robert Rebol was elected by the remaining directors
of ABAN on September 28, 1999, to fill a vacancy on the Board.
Mr. Rebol is the principal equity owner of Cap'n and Cowboy
Restaurant in Port Charlotte, Florida. He served as a director
of Murdock Florida Bank from 1982 - 1996 and as the President
and Chief Operating Officer of West Coast Paneling and
Plywood, a Florida corporation, from 1974 to 1982. He is a
member of the Chamber of Commerce of Charlotte County and of
the Florida Restaurant Association.
o Kirk D. Moudy and Lynn B. Powell, III resigned from the Board
effective January 18, 2000.
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None of the above-referenced directors who has recently resigned from
the Board of Directors has furnished any written statements indicating that
their resignation was due to any disagreement relating to ABAN's operations,
policies, or practices.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not Applicable
(b) Not Applicable
(c) Exhibits required by Item 601 of Regulation S-K
EXHIBIT NO. DESCRIPTION
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2.1 First Amendment to Agreement and Plan of Reorganization dated
January 24, 2000, by and among Gold Banc Corporation, Inc.,
Gold Banc Acquisition Corporation XI, Inc., and American
Bancshares, Inc.
99.1 Press Release, issued January 25, 2000, regarding, among
other things, the First Amendment to Agreement and Plan of
Reorganization.
[Rest of Page Intentionally Blank. Signature on following Page.]
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
AMERICAN BANCSHARES, INC.
Date: January 31, 2000 By: /s/ Jerry L. Neff
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Jerry L. Neff
President and Chief
Executive Officer
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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2.1 First Amendment to Agreement and Plan of Reorganization dated
January 24, 2000, by and among Gold Banc Corporation, Inc.,
Gold Banc Acquisition Corporation XI, Inc., and American
Bancshares, Inc.
99.1 Press Release, issued January 25, 2000, regarding, among
other things, the First Amendment to Agreement and Plan of
Reorganization.