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EXHIBIT 99.3
[ADVEST, INC. LETTERHEAD]
March 13, 2000
Board of Directors
American Bancshares, Inc.
0000 Xxxxxx Xxxx Xxxx
Xxxxxxxxx, Xxxxxxx 00000-0000
Members of the Board:
American Bancshares, Inc. ("American") and Gold Banc Corporation, Inc.
("Gold") have entered into an Agreement and Plan of Reorganization dated
September 6, 1999 and subsequently amended on January 24, 2000 (together, the
"Agreement"), pursuant to which American will merge with and into an Acquisition
Subsidiary of Gold (as defined in the Agreement), with the Acquisition
Subsidiary becoming the surviving corporation (the "Merger").
The Agreement provides that each outstanding share of American common
stock issued and outstanding at the Effective Time (as defined in the Agreement)
will be effectively exchanged into the number of shares of Gold (through the
Acquisition Subsidiary), par value $1.00, determined using the exchange ratio
(the "Exchange Ratio") as follows:
(i) if the Average Gold Banc Stock Price (as defined in the
Agreement) is equal to or greater than $13.75, the Exchange
Ratio shall be $18.l8 divided by $13.75;
(ii) if the Average Gold Banc Stock Price is greater than or equal
to $11.00 but less than or equal to $13.75, the Exchange Ratio
shall be determined by dividing $18.18 by the Average Gold
Banc Stock Price, with the Exchange Ratio being rounded to
four decimal places;
(iii) if the Average Gold Banc Stock Price is less than $11.00, the
Exchange Ratio shall be $18.18 divided by $11.00; and
(iv) if the Average Gold Banc Stock Price is less than $9.25,
American has the right to either renegotiate a revised
Exchange Ratio with Gold or terminate the transaction, during
the period commencing on the Determination Date (as defined in
the Agreement) and ending on March 31, 2000.
The Average Gold Banc Stock Price, for purposes of the Agreement, is
calculated to be $7.80 per share.
American will pay Gold upon demand a termination fee of $3,000,000
(three million dollars) if this agreement is terminated pursuant to certain
terms in the Agreement.
Fractional shares will be rounded to three decimal places pursuant
to Section 2.7(b) of the Agreement.
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The terms and conditions of the proposed transaction are described in
further detail in the Agreement. The Agreement was considered, and the Merger
was approved, by the shareholders of American and Gold, at separate shareholders
meetings, on March 13, 2000, and the Merger is expected to be consummated on or
about March 20, 2000.
You have asked us whether, in our opinion, the Exchange Ratio is fair,
from a financial point of view, to the shareholders of American.
In arriving at the opinion set forth below, we have, among other
things:
- reviewed the Agreement dated September 6, 1999 and amended on
January 24, 2000, and the exhibits and schedules thereto;
- reviewed the Annual Reports on Form 10-K for Gold for the
years ended December 31, 1998 and 1997, and the Annual Report
on Form 10-KSB for Gold for the year ended December 31, 1996;
- reviewed the Annual Report on Form 10-K for American for the
year ended December 31, 1998 and the Annual Reports on Form
10-KSB for American for the years ended December 31, 1997 and
1996;
- reviewed the Quarterly Reports on Form 10-Q for American and
Gold for the periods ended September 30, 1999, June 30, 1999
and March 31, 1999;
- reviewed press releases for American and Gold announcing their
respective earnings for the three and twelve months ended
December 31, 1999;
- reviewed comparative financial and operating data on the
banking industry and certain institutions which we deemed to
be comparable to each of American and Gold individually;
- reviewed the historical market prices and trading activity for
the common stock of each of American and Gold relative to
other publicly traded companies which we deemed to be
comparable to each company;
- reviewed the pro forma impact of the Merger on American and
Gold and the contribution of American and Gold to the new pro
forma combined entity on the basis of a number of key
financial categories in relation to pro forma ownership;
- reviewed certain bank mergers and acquisitions on a state,
regional and nationwide basis for institutions which we deemed
to be comparable to American and compared the proposed
consideration with the consideration paid in such other
mergers and acquisitions;
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- conducted limited discussions with members of senior
management of each of American and Gold concerning the
financial condition, business and prospects of each respective
company;
- reviewed the Proxy Statement-Prospectus; and
- reviewed such other financial studies and analyses and
performed such other investigations and took into account such
other matters as we deemed necessary.
We have assumed and relied upon the accuracy and completeness of all
financial and other information reviewed by us for purposes of this opinion, and
we have not independently verified such information nor have we undertaken an
independent evaluation of the assets and liabilities of American or Gold.
Further, our opinion assumes that the Merger will be consummated in accordance
with the terms of the Agreement without material waiver or modification. Advest
has been retained by the Board of Directors of American to act as financial
advisor to American with respect to the Merger and will receive a fee for its
services including a fee for this opinion.
Advest has served as lead managing underwriter for two separate
offerings of common stock and two offerings of trust preferred securities for
Gold and, from time to time, provides strategic and advisory services to Gold in
relation to financial planning and acquisition analysis. Advest is not engaged
by Gold with respect to the Merger and will not receive any fee from Gold
thereby.
This opinion is necessarily based upon circumstances and conditions as
they exist and can be evaluated by us as of the date of this letter, and is
directed to the Board of Directors of American. We have assumed for purposes of
this opinion that there has been no material change in the financial condition
of either American or Gold from that reflected in the Form 10-Q for the three
and nine months ended September 30, 1999 filed with the Securities and Exchange
Commission for each company, with the exception the following: (i) Gold's
acquisitions of CountryBanc Holding Company, Edmond, Oklahoma, First Business
Bancshares, Inc., Kansas City, Missouri, and DSP Investments Limited, LaCygne,
Kansas, (ii) American's recording an extraordinary provision for loan losses,
and incurring significant securities losses, in the fourth quarter of 1999 in
order to satisfy the financial conditions to closing set forth in the Agreement,
and (iii) Gold incurring approximately $3.1 million in one-time expenses, after
tax, in the fourth quarter of 1999 in relation to certain consolidation and
repositioning costs.
In reliance upon and subject to the foregoing, it is our opinion that,
as of the date hereof, the Exchange Ratio is fair, from a financial point of
view, to the shareholders of American.
Very truly yours,
Advest, Inc.
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
Managing Director
