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) May 9, 2005
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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 Incorporation) (Commission File Number) (I.R.S. Employer
Identification Number)
11301 Nall Avenue, Leawood, Kansas 66211
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(Address of Principal Executive Offices) (Zip Code)
(913) 451-8050
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(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
Item 1.01 Entry into a Material Definitive Agreement
On May 9, 2005, the Registrant issued a press release announcing that
Roger M. Arwood accepted the Registrant's offer to become Executive Vice
President and Chief Business Banking Officer for Gold Banc Corporation, and
President of Gold Bank, the Registrant's wholly-owned subsidiary bank, beginning
June 1, 2005. Mr. Arwood will be responsible for overseeing Gold Bank's
locations in Kansas, Missouri, and Oklahoma. Mick Aslin, Chief Executive Officer
of the Registrant, will continue to serve as Chief Executive Officer of Gold
Bank.
Mr. Arwood will be entitled receive an annual base compensation of
$265,000, plus an opportunity to receive an annual cash bonus of up to 55% of
his base salary based upon his performance and the Registrant's performance. Mr.
Arwood will also receive 24,000 shares of restricted stock and 16,000 restricted
stock units upon beginning employment with the Registrant, which will be subject
to specified vesting requirements. Mr. Arwood will be eligible to participate in
the Registrant's employee benefit plans, including the Registrant's 401(k) plan,
health insurance and other benefit plans, and relocation assistance. The
Registrant will pay the premiums on a $400,000 term life insurance policy for
Mr. Arwood. The Registrant and Mr. Arwood will also enter into a change in
control agreement in the near future that will provide for a payment equal to
one year's base salary to Mr. Arwood in the event Mr. Arwood is terminated
without cause within 24 months of the date of such change of control of the
Registrant.
Item 5.02 Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers.
On May 9, 2005, the Registrant issued a press release announcing that
Roger M. Arwood accepted the Registrant's offer to become Executive Vice
President and Chief Business Banking Officer for Gold Banc Corporation, Inc.,
and President of Gold Bank, the Registrant's wholly-owned subsidiary bank,
beginning on or about June 1, 2005. Mr. Arwood will be responsible for
overseeing Gold Bank's locations in Kansas, Missouri, and Oklahoma.
Since August 2002, Mr. Arwood has been the Executive Vice President and
Chief Operating Officer of First Merchants Corporation, a financial holding
company headquartered in Muncie, Indiana. Prior to being Chief Operating
Officer, Mr. Arwood also served as President and Chief Executive Officer of
First Merchants since 2000. Prior to joining First Merchants, Mr. Arwood was an
officer with Bank of America. Mr. Arwood has also been a member of the Board of
Directors of First Merchants since 2000. Mr. Arwood is 53 years old.
Item 9.01. Financial Statements and Exhibits
Exhibit Number Description
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99.1 Press Release, dated May 9, 2005
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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: May 12, 2005
By: /s/ Rick J. Tremblay
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Rick J. Tremblay
Executive Vice President and
Chief Financial Officer
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