Exhibit 2.3
FIRST AMENDMENT
TO
AGREEMENT AND PLAN OF REORGANIZATION
THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF
REORGANIZATION (this "First Amendment"), dated as of January 21,
2000, is made by and between GOLD BANC CORPORATION, INC., a
Kansas corporation ("Gold Banc"), and FIRST BUSINESS BANCSHARES
OF KANSAS CITY, INC., a Missouri corporation (the "Company").
RECITALS
A. Gold Banc and the Company entered into an
Agreement and Plan of Reorganization, dated as of October 19,
1999 (the "Original Agreement"), providing for the merger of the
Company with and into Gold Banc (the "Merger").
B. Gold Banc and the Company agree that it is in the
best interests of the parties for Gold Banc to increase the
exchange ratio by giving more shares of Gold Banc Common Stock to
the Company shareholders as Merger consideration and for the
Company to eliminate the condition to closing that the Average
Gold Banc Stock Price is not less than $10.50.
C. Gold Banc and the Company desire to amend the
Original Agreement in the manner set forth in this First
Amendment (the Original Agreement, as amended by this First
Amendment, is referred to herein as the "Agreement").
AGREEMENT
ACCORDINGLY, in consideration of the premises, the
mutual covenants and agreements set forth herein and other good
and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:
1. DEFINITIONS. All capitalized terms not otherwise
defined herein shall have the meanings set forth in the Original
Agreement.
2. REVISED EXCHANGE RATIO. Section 2.7(b) of the
Original Agreement is hereby amended to read as follows:
(b) Each outstanding share of Company Common
Stock (excluding Company Dissenting Shares as
defined in Section 2.8 hereof) shall be converted
into 10.3552 shares (the "Exchange Ratio") of Gold
Banc Common Stock. Fractions of shares determined
pursuant to this Section 2.7(b) shall be rounded
to three decimal places.
3. CONFORMING CHANGE TO SECTION 2.7. The last
sentence of Section 2.7, which immediately follows Section
2.7(b), shall be deleted.
4. DELETION OF WALK AWAY PRICE. The text of Section
7.8 of the Original Agreement is hereby deleted in its entirety
and the word "[Reserved]" is inserted in lieu thereof (with
conforming changes to the table of contents).
5. COMPLETION OF MERGER SECTION 11.1(B) is hereby
amended by deleting the term "April 30" and replacing it with the
term "May 31."
6. MISCELLANEOUS. The parties to this First
Amendment ratify and approve all of the remaining terms and
provisions of the Original Agreement not specifically modified or
amended in this First Amendment. In the event that any term or
provisions of this First Amendment is inconsistent with the terms
and provisions of the Original Agreement, the terms and
provisions of this First Amendment shall control.
7. COUNTERPARTS. This First Amendment may be
executed in counterparts, each of which shall be deemed an
original and all of which, taken together, shall constitute a
single instrument.
8. GOVERNING LAW. This First Amendment shall be
governed by and construed and enforced in accordance with the
laws of the State of Kansas.
IN WITNESS WHEREOF, the parties hereto have duly
executed this Agreement as of the date first above written.
GOLD BANC CORPORATION, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
Name : Xxxxxxx X. Xxxxxxx
Title: President and Chief Executive Officer
ATTEST:
/s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: Secretary
FIRST BUSINESS BANCSHARES
OF KANSAS CITY, INC.
By: /s/ Xxxxxxxxx X. Xxxxxx, Xx.
Name: Xxxxxxxxx X. Xxxxxx, Xx.
Title: President and Chief Executive Officer
ATTEST:
/s/ Xxxxx Xxxxxxxx
Name: Xxxxx Xxxxxxxx
Title: Secretary
