UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
GOLD BANC CORPORATION, INC.
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(Name of Issuer)
Common Stock, par value $1.00 per share
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(Title of Class of Securities)
379907108
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(CUSIP Number)
David H. Kaufman
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Morrison & Foerster LLP
1290 Avenue of the Americas
New York, New York 10104
(212)- 468-8000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 11, 2005
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(Dates of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-l(e), 13d-l(f) or 13d-l(g), check the following
box.
[-]
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CUSIP No. 379907108 13D Page 2 of 9 Pages
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only)
Dolphin Limited Partnership I, L.P. 06-1567782
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) |X|
(b) |_|
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3. SEC Use Only
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4. Source of Funds (See Instructions)
WC
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) |_|
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6. Citizenship or Place of Organization
Delaware
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7. Sole Voting Power
Number of
Shares 0
Beneficially -----------------------------------------------------------------
Owned by
Each 8. Shared Voting Power
Reporting
Person With 1,761,297 (See Item 5(b) of this Schedule 13D)
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9. Sole Dispositive Power
0
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10. Shared Dispositive Power
1,761,297 (See Item 5(b) of this Schedule 13D)
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,761,297 (See Item 5(b) of this Schedule 13D)
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) |_|
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13. Percent of Class Represented by Amount in Row (11)
4.61%
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14. Type of Reporting Person (See Instructions)
PN
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2
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CUSIP No. 379907108 13D Page 3 of 9 Pages
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only)
Dolphin Financial Partners, L.L.C.
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) |X|
(b) |_|
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3. SEC Use Only
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4. Source of Funds (See Instructions)
WC
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) |_|
-------------------------------------------------------------------------------
6. Citizenship or Place of Organization
Delaware
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7. Sole Voting Power
Number of
Shares 0
Beneficially -----------------------------------------------------------------
Owned by
Each 8. Shared Voting Power
Reporting
Person With 1,761,297 (See Item 5(b) of this Schedule 13D)
-----------------------------------------------------------------
9. Sole Dispositive Power
0
-----------------------------------------------------------------
10. Shared Dispositive Power
1,761,297 (See Item 5(b) of this Schedule 13D)
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,761,297 (See Item 5(b) of this Schedule 13D)
-------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) |_|
-------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
4.61%
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14. Type of Reporting Person (See Instructions)
OO
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3
AMENDMENT NO. 1 (FINAL) TO SCHEDULE 13D
This Amendment amends the Schedule 13D, dated April 28, 2005 (the
"Schedule 13D"), filed by Dolphin Limited Partnership I, L.P., a Delaware
limited partnership ("Dolphin I") and Dolphin Financial Partners, L.L.C., a
Delaware limited liability company ("Dolphin Financial"), with respect to the
Common Stock, $.01 par value (the "Common Stock") of Gold Banc Corporation, Inc.
(the "Issuer"). Notwithstanding this Amendment, the Schedule 13D speaks as of
its respective dates. Dolphin I and Dolphin Financial (collectively referred to
herein as the "Reporting Persons") are making a joint filing with respect to the
Issuer's shares because they constitute a group within the meaning of Section
13(d)(3) of the Securities Exchange Act of 1934 (as amended, the "Exchange
Act"). The agreement between the Reporting Persons to file jointly is attached
as Exhibit 1 to the Schedule 13D. Information with respect to each Reporting
Person is given solely by such person and no person has responsibility for the
accuracy or completeness of the information supplied by another person.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Schedule 13D, "Source and Amount of Funds or Other
Consideration," is amended and restated in its entirety as follows:
"All purchases of Common Stock were made in the open market and were
funded by working capital. The amount of the funds expended by Dolphin I to
acquire beneficial ownership of the Common Stock was $14,666,505, inclusive of
commissions and execution related costs. The amount of the funds expended by
Dolphin Financial to acquire beneficial ownership of the Common Stock was
$14,366,398, inclusive of commissions and execution related costs."
Item 4. Purpose of Transaction
The Reporting Persons are continuing to evaluate the Issuer's operating
results and achievements, as well as market and industry conditions and may
change their current investment posture, acquire additional shares of the Issuer
or sell or otherwise dispose of any or all of the shares of the Issuer
beneficially owned by them. Although the Reporting Persons have not determined a
course of action with respect to the Issuer, the Reporting Persons may take any
other action with respect to the Issuer or any of its securities in any manner
permitted by law. At this time, the Reporting Persons have no intention of
taking any action that would subject the Reporting Persons to regulation under
the Bank Holding Company Act.
Except as set forth above, the Reporting Persons do not have any
present plans or proposals that relate to or would result in any of the actions
specified in clauses (a) through (j) of the instructions to Item 4 of Schedule
13D.
Item 5. Interest in Securities of the Issuer
Items 5(a), 5(c) and 5(e) of the Schedule 13D, "Interest in Securities
of the Issuer," are amended and restated in their entirety by the following:
"(a) The Reporting Persons beneficially own an aggregate of 1,761,297
shares of Common Stock, by virtue of Dolphin I's ownership of 883,188 shares of
Common Stock and Dolphin Financial's ownership of 878,109 shares of Common
Stock. The aggregate amount deemed beneficially owned by the Reporting Persons
represents approximately 4.61% of the issued and outstanding shares of Common
Stock of the Company. This percentage is based upon 38,205,194 shares of Common
Stock reported outstanding as of November 4, 2005 in the Company's Quarterly
Report on Form 10-Q for the quarter ended September 30, 2005."
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"(c) Except as set forth on Schedule 1 hereto, the Reporting Persons
have not effected any transactions in the Common Stock during the past 60 days."
"(e) As of November 11, 2005, the Reporting Persons no longer own 5.0%
or more of the Issuer's Common Stock. Accordingly, this Amendment No. 1 is the
final amendment to the Schedule 13D and is an exit filing."
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
Item 6 of the Schedule 13D is amended by inserting the following
paragraph at the end thereof:
"The Reporting Persons sent a letter to the Issuer, dated November 11,
2005, a copy of which is attached hereto as Exhibit 2."
Item 7. Material to be Filed as Exhibits
The list of Exhibits in Item 7 of the Schedule 13D is amended by
inserting the following additional reference:
"Exhibit 2 Letter, dated November 11, 2005, from the Reporting
Persons to the Issuer"
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SIGNATURES
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: November 14, 2005
Dolphin Limited Partnership I, L.P.
By: Dolphin Associates, LLC, its general partner
BY: Dolphin Holdings Corp., its managing member,
By: /s/ Donald T. Netter
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Name: Donald T. Netter
Title: Senior Managing Director
Dolphin Financial Partners, L.L.C.
By: /s/ Donald T. Netter
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Name: Donald T. Netter
Title: Sole Member
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EXHIBIT 2
November 11, 2005
Via Facsimile and Federal Express
Mr. Malcolm M. Aslin
President/CEO
Gold Banc Corp Inc.
11301 Nall Avenue
Leawood, KS 66211
Dear Mick:
I appreciate the opportunity to have spoken with you on November 10, 2005, after
the announcement that Gold Banc Corp. ("GLDB" or "the Company") had entered into
a definitive agreement to be acquired by Marshall & Ilsley ("M&I") for $18.50
per share in stock and cash. Upon initial review of the proposed transaction it
appears to be fair to both GLDB and M&I shareholders. We will provide our
further thoughts to you upon completion of our review of the merger agreement.
As you know, Dolphin has been a long-time significant and supportive shareholder
of GLDB. As indicated in our Schedule 13-D, filed April 28, 2005, we had
believed that GLDB was undervalued and represented an attractive investment
opportunity, especially in light of your team resolving the legacy issues
inherited from prior management and the operational improvements that appeared
to be underway. While we would have been happy to continue to remain a sizable
long-term GLDB shareholder, we recognize that combining with a larger industry
operator may provide a more compelling result for shareholders, employees,
customers and the communities of both institutions.
Although we will be filing an amendment to our Schedule 13-D indicating that we
have modestly reduced our stake in GLDB to below 5%, we look forward to becoming
long-term shareholders of M&I upon consummation of the merger. We greatly
appreciate the strong results that you and your management team have achieved
for all GLDB shareholders and, are pleased that, as publicly indicated, you will
be joining the board of M&I.
We're thankful for your and the board's efforts and we wish you and your capable
management team the best going forward.
With kindest regards,
/s/ Brett J. Buckley
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Brett J. Buckley
Managing Director
BJB:lb
cc: Donald T. Netter
Senior Managing Director
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SCHEDULE 1
All shares of Common Stock were purchased or sold in the open market
Common Stock Beneficially Acquired or Sold by
Dolphin Limited Partnership I, L.P.
Date Number of Shares(1) Price Per Share (2) Cost (2)
---- ------------------- ------------------- --------
09/20/05 1,000 14.7800 14,780.00
09/21/05 1,650 14.7800 24,387.00
09/22/05 7,350 14.7060 108,089.10
09/23/05 2,400 14.7000 35,280.00
09/27/05 6,000 14.7279 88,367.40
09/29/05 2,600 14.6907 38,195.82
09/30/05 1,500 14.7982 22,197.30
10/05/05 (160) 15.0800 2,412.80
10/11/05 2,200 14.8000 32,560.00
10/19/05 (3,100) 15.2408 47,246.48
11/10/05 (12,500) 17.7700 222,125.00
11/10/05 (16,250) 17.7875 289,046.87
11/10/05 (1,250) 17.7800 22,225.00
11/11/05 (43,953) 17.7351 779,510.85
11/11/05 (25,000) 17.7861 444,652.50
11/11/05 (6,047) 17.7351 107,244.15
(1) Numbers in parentheses represents sales. Accordingly, in such cases, Price
per share and Cost represent sales price per share and total sales price,
respectively.
(2) Includes Commissions
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Common Stock Beneficially Acquired or Sold by Dolphin Financial Partners, L.L.C.
Date Number of Shares(1) Price Per Share (2) Cost (2)
---- ------------------- ------------------- --------
09/20/05 1,000 14.7800 14,780.00
09/21/05 1,650 14.7800 24,387.00
09/22/05 7,350 14.7260 108,236.10
09/23/05 1,600 14.7000 23,520.00
09/27/05 4,000 14.7279 58,911.60
09/29/05 1,700 14.6907 24,974.19
09/30/05 1,000 14.7982 14,798.20
10/05/05 (240) 15.0800 3,619.20
10/11/05 1,400 14.8000 20,720.00
10/19/05 (3,100) 15.2408 47,246.48
11/10/05 (12,500) 17.7700 222,125.00
11/10/05 (16,250) 17.7875 289,046.87
11/10/05 (1,250) 17.7800 22,225.00
11/11/05 (40,000) 17.7351 709,404.00
11/11/05 (25,000) 17.7861 444,652.50
11/11/05 (10,000) 17.7351 177,351.00
(1) Numbers in parentheses represents sales. Accordingly, in such cases, Price
per share and Cost represent sales price per share and total sales price,
respectively.
(2) Includes Commissions
9