U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form 10-KSB/A
(Amendment No. 1)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [Fee Required]
For the fiscal year ended December 31, 1997
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [No Fee Required]
For the transition period from _____________ to _______________
Commission file number 0-21021
Enterprise Bancorp, Inc.
(Name of small business issuer in its charter)
Massachusetts 04-3308902
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
222 Merrimack Street, Lowell, Massachusetts, 01852
(Address of principal executive offices) (Zip code)
(Issuer's telephone number, including area code) (978) 459-9000
Securities registered under Section 12(b) of the Exchange Act:
Title of each class Name of each exchange on which registered
None
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $0.01 par value per share
(Title of Class)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes ..X.... No......
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of the registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ X ]
State issuer's revenues for its most recent fiscal year. $25,214,000
State the aggregate market value of the voting stock held by non-affiliates
computed by reference to the price at which the stock was sold, or the average
bid and asked prices of such stock, as of a specified date within the past 60
days. $25,732,906 as of February 28, 1998
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: February 28, 1998, Common Stock - Par
Value $0.01: 1,580,217 shares outstanding
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the issuer's proxy statement for its annual meeting of stockholders
to be held on May 5, 1998 are incorporated by reference in Part III of this Form
10-KSB.
Transitional Small Business Disclosure Format (check one): Yes ..... No X
<PAGE>
PART III
Item 13. Exhibits List and Reports on Form 8-K
Exhibit # Exhibit Description
3.1a Articles of Incorporation of the company dated February 29,
1996, filed as an exhibit to the company's registration
statement on Form 8-A filed on July 16, 1996 relating to its
common stock.
3.1b Amendment to Articles of Incorporation of the company dated
July 17, 1996 incorporated by reference to the form thereof
filed as an exhibit to the company's registration statement of
Form 8-A filed on July 16, 1996 relating to its common stock.
3.2a Bylaws of the company filed as an exhibit to the company's
registration statement on Form 8-A filed on July 16, 1996
relating to its common stock.
3.2b Amended and Restated Bylaws of the company filed as an exhibit
to the company's 10-QSB for the quarter ended June 30, 1997.
4.1 Rights Agreement dated as of January 13, 1998 between
Enterprise Bancorp, Inc. and Enterprise Bank and Trust
Company, as Rights Agent, filed as an exhibit to the company's
registration statement on Form 8-A filed on January 14, 1998.
4.2 Terms of Series A Junior Participating Preferred Stock,
included as Exhibit A to Rights Agreement, as filed with Form
8-A registration statement on January 14, 1998.
4.3 Summary of Rights to Purchase Shares of Series A Junior
Participating Preferred Stock, included as Exhibit B to Rights
Agreement, as filed with Form 8-A registration statement on
January 14, 1998.
4.4 Form of Rights Certificate, included as Exhibit C to Rights
Agreement, as filed with Form 8-A registration statement on
January 14, 1998.
10.1 Lease agreement dated July 22, 1988, between the bank and
First Holding Trust relating to the premises at 222 Merrimack
Street, Lowell, Massachusetts filed with the company's 10-QSB
for the quarter ended June 30, 1996.
10.2 Amendment to lease dated December 28, 1990, between the bank
and First Holding Trust for and relating to the premises at
222 Merrimack Street, Lowell, Massachusetts filed with the
company's 10- QSB for the quarter ended June 30, 1996.
10.3 Amendment to lease dated August 15, 1991, between the bank and
First Holding Trust for 851 square feet relating to the
premises at 222 Merrimack Street, Lowell, Massachusetts filed
with the company's 10- QSB for the quarter ended June 30,
1996.
10.4 Lease agreement dated May 26, 1992, between the bank and
Shawmut Bank, N.A., for 1,458 square feet relating to the
premises at 170
2
<PAGE>
Merrimack Street, Lowell, Massachusetts filed with the
company's 10- QSB for the quarter ended June 30, 1996.
10.5 Lease agreement dated March 14, 1995, between the bank and
North Central Investment Limited Partnership for 3,960 square
feet related to the premises at 2-6 Central Street,
Leominster, Massachusetts filed with the company's 10-QSB for
the quarter ended June 30, 1996.
10.6 Amended employment agreement between the bank and George L.
Duncan dated December 13, 1995 filed with the company's 10-QSB
for the quarter ended June 30, 1996.
10.7 Employment agreement between the bank and Richard W. Main
dated December 13, 1995 filed with the company's 10-QSB for
the quarter ended June 30, 1996.
10.8 Lease agreement dated June 20, 1996, between the bank and
Kevin C. Sullivan and Margaret A. Sullivan for 4,800 square
feet related to the premises at 910 Andover Street, Tewksbury,
Massachusetts filed with the company's 10-KSB for the year
ended December 31, 1996.
10.9 Amendment to employment agreement between the bank and George
L. Duncan dated December 4, 1996 filed with the company's
10-KSB for the year ended December 31, 1996.
10.10 Amendment to employment agreement between the bank and Richard
W. Main dated December 4, 1996 filed with the company's 10-KSB
for the year ended December 31, 1996.
10.11 Split Dollar Agreement for George L. Duncan filed with the
company's 10-KSB for the year ended December 31, 1996.
10.12 Lease agreement dated April 7, 1993 between the bank and
Merrimack Realty Trust for 4,375 square feet relating to
premises at 27 Palmer Street, Lowell, Massachusetts.*
10.13 Lease agreement dated September 1, 1997, between the bank and
Merrimack Realty Trust to premises at 129 Middle Street,
Lowell, Massachusetts.*
10.14 Lease agreement dated May 2, 1997 between the bank and First
Lakeview Avenue Limited Partnership to premises at 1168
Lakeview Avenue, Dracut, Massachusetts.*
10.15 Enterprise Bancorp, Inc. 1988 Stock Option Plan.*
21.0 Subsidiaries of the Registrant.*
27.1 Financial data schedule for fiscal year ended December 31,
1997 *
27.2 Restated Financial data schedule for periods ended September
30, 1996, December 31, 1996, March 31, 1997, June 30, 1997 and
September 30, 1997
- --------
* Previously filed.
3
<PAGE>
(b)Reports on Form 8-K
The company filed an 8-K on January 14, 1998 reporting the
adoption of a shareholders rights plan.
4
<PAGE>
ENTERPRISE BANCORP, INC.
SIGNATURES
In accordance with Section 15(d) of the Exchange Act, the registrant has caused
this report to be signed on its behalf by the undersigned thereunto duly
authorized.
Date: May 4, 1998 /s/ John P. Clancy, Jr.
-----------------------
John P. Clancy, Jr.
Treasurer
5
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
This schedule contains summary financial information extracted from
unaudited financial statements of Enterprise Bancorp, Inc. at and for the
periods ended September 30, 1996, December 31, 1996, March 31, 1997, June 30,
1997 and September 30, 1997 and is qualified in its entirety by reference to
such financial statements.
</LEGEND>
<RESTATED>
<S> <C> <C> <C> <C> <C>
<PERIOD-TYPE> 9-MOS YEAR 3-MOS 6-MOS 9-MOS
<FISCAL-YEAR-END> DEC-31-1996 DEC-31-1996 DEC-31-1997 DEC-31-1997 DEC-31-1997
<PERIOD-START> JAN-01-1996 JAN-01-1996 JAN-01-1997 JAN-01-1997 JAN-01-1997
<PERIOD-END> SEP-30-1996 DEC-31-1996 MAR-31-1997 JUN-30-1997 SEP-30-1997
<CASH> 15,686,020 14,507,497 18,715,038 18,915,377 16,078,808
<INT-BEARING-DEPOSITS> 194,164,014 200,900,523 207,375,988 213,313,135 47,819,381
<FED-FUNDS-SOLD> 0 0 0 0 4,500,000
<TRADING-ASSETS> 0 0 0 0 0
<INVESTMENTS-HELD-FOR-SALE> 119,005,324 119,395,742 122,986,100 121,173,764 123,029,798
<INVESTMENTS-CARRYING> 0 0 0 0 0
<INVESTMENTS-MARKET> 119,005,324 0 0 0 0
<LOANS> 137,383,596 145,270,007 150,506,076 164,290,320 175,692,220
<ALLOWANCE> 3,970,109 3,894,520 3,951,364 4,077,135 4,313,105
<TOTAL-ASSETS> 275,084,562 283,015,578 295,933,938 308,508,692 322,486,064
<DEPOSITS> 232,221,943 243,839,850 247,750,080 261,285,428 282,707,493
<SHORT-TERM> 22,195,220 16,737,249 25,598,735 23,248,223 14,464,493
<LIABILITIES-OTHER> 1,578,930 1,790,975 1,654,139 2,584,992 2,529,656
<LONG-TERM> 0 0 0 0 0
0 0 0 0 0
0 0 0 0 0
<COMMON> 1,576,192 15,762 15,762 15,762 15,762
<OTHER-SE> 17,512,277 20,631,742 20,915,221 21,374,287 22,768,660
<TOTAL-LIABILITIES-AND-EQUITY> 275,084,562 283,015,578 295,933,938 308,508,692 322,486,064
<INTEREST-LOAN> 9,137,338 12,466,758 3,404,792 7,184,989 11,325,600
<INTEREST-INVEST> 4,892,000 6,890,702 1,889,059 3,822,227 5,692,944
<INTEREST-OTHER> 129,176 0 0 0 122,361
<INTEREST-TOTAL> 14,158,514 19,357,460 5,293,851 11,007,216 17,140,905
<INTEREST-DEPOSIT> 5,541,781 7,531,590 1,986,632 4,071,557 6,356,707
<INTEREST-EXPENSE> 5,995,578 8,176,973 2,221,523 4,524,300 7,035,551
<INTEREST-INCOME-NET> 8,162,936 11,180,487 3,072,328 6,482,916 10,105,354
<LOAN-LOSSES> 0 0 60,000 120,000 200,000
<SECURITIES-GAINS> 1,909 1,909 0 0 (10,786)
<EXPENSE-OTHER> 6,530,578 9,041,786 2,513,252 5,211,622 7,943,011
<INCOME-PRETAX> 2,858,799 3,858,287 983,186 2,087,053 3,348,270
<INCOME-PRE-EXTRAORDINARY> 2,858,799 3,858,287 983,186 2,087,053 3,348,270
<EXTRAORDINARY> 0 0 0 0 0
<CHANGES> 0 0 0 0 0
<NET-INCOME> 2,858,799 2,411,655 628,701 1,329,641 2,128,725
<EPS-PRIMARY> 1.13 1.53 .40 .84 1.35
<EPS-DILUTED> 1.12 1.51 .39 .83 1.32
<YIELD-ACTUAL> 8.17 4.63 4.77 4.77 4.79
<LOANS-NON> 2,741,409 2,237,183 2,432,064 2,254,675 1,977,900
<LOANS-PAST> 7,822 119,890 98,917 115,375 110,515
<LOANS-TROUBLED> 0 0 0 0 436,195
<LOANS-PROBLEM> 0 648,191 557,239 582,396 1,252,704
<ALLOWANCE-OPEN> 4,106,659 4,106,659 3,894,520 3,894,520 3,894,520
<CHARGE-OFFS> 165,026 243,943 42,003 86,341 151,069
<RECOVERIES> 28,476 31,804 38,847 148,956 369,654
<ALLOWANCE-CLOSE> 3,970,109 3,894,520 3,951,364 4,077,135 4,313,105
<ALLOWANCE-DOMESTIC> 3,970,109 3,894,520 3,951,364 4,077,135 4,313,105
<ALLOWANCE-FOREIGN> 0 0 0 0 0
<ALLOWANCE-UNALLOCATED> 0 175,653 143,018 76,190 103,326
</TABLE>
