ENTERPRISE BANCORP INC /MA/
8-K, 1999-09-24
STATE COMMERCIAL BANKS
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                       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):
                    September 24, 1999 (September 22, 1999)

                              --------------------


                            ENTERPRISE BANCORP, INC.
               (exact name of registrant as specified in charter)



Massachusetts                         0-21021             04-3308902
(State or Other Jurisdiction          (Commission         (IRS Employer
of Incorporation)                     File Number)        Identification No.)




222 Merrimack Street                                         01852
Lowell, Massachusetts                                      (Zip Code)
(address of principal office)



                                 (978) 459-9000
              (Registrant's telephone number, including area code)






<PAGE>


                                       -2-

Item 2.  Other Events.

         On  September  22, 1999,  Enterprise  Bancorp,  Inc.,  a  Massachusetts
corporation (the "Company"),  and its wholly owned  subsidiary,  Enterprise Bank
and Trust Company,  a Massachusetts  trust company (the "Bank"),  entered into a
Purchase and Assumption  Agreement (the "Agreement") with Fleet Financial Group,
Inc. and its principal  banking  subsidiary,  Fleet National  Bank,  pursuant to
which the Bank will  purchase two branch  offices of Fleet  National  Bank.  The
Bank's  acquisition  of these branch  offices is part of the overall sale of 306
branch  offices of Fleet National Bank and  BankBoston,  N.A. to be completed in
accordance with a divestiture  order of the United States  Department of Justice
issued in  connection  with the pending  merger of BankBoston  Corporation  with
Fleet  Financial  Group,  Inc. The Bank's  acquisition  of the branches  remains
subject  to the  parties'  receipt  of  required  federal  and state  regulatory
approvals  and  satisfaction  of  various  other  customary  closing  conditions
specified in the Agreement.  A copy of the Company's press release pertaining to
this  transaction,  issued on September 23, 1999, is included as Exhibit 99.1 to
this Current Report.

Item 7.  Financial Statements, Pro Forma Financial Information, and Exhibits.

         (a)      Financial Statements

                  Not applicable.

         (b)      Pro Forma Financial Information

                  Not applicable.

         (c)      Exhibits

                  99.1     Press Release dated September 23, 1999.


<PAGE>


                                       -3-


                                   Signatures

         Under the  requirements  of the  Securities  Exchange Act of 1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, hereunto duly authorized.

                                            ENTERPRISE BANCORP, INC.



                                            By: /s/ George L. Duncan
                                                George L. Duncan
                                                President


Date:  September 24, 1999



                                                                    EXHIBIT 99.1

                        PRESS RELEASE - IMMEDIATE RELEASE


CONTACT:   Mary Ellen Fitzpatrick                     James E. Mahoney
           Senior Vice President                      Senior Vice President
           Corporate Communications                   Corporate Communications
           Enterprise Bank                            Fleet Financial Group
           (978) 459-9000                             (617) 346-5472

DATE:      September 23, 1999



                   ENTERPRISE BANK ACQUIRES TWO FLEET OFFICES

Enterprise  Bank and Trust  Company has entered into a purchase  agreement  with
Fleet Financial Group to acquire two Merrimack  Valley banking offices  totaling
$66 million in deposits.  The acquisition,  a result of the divestiture of Fleet
banking  offices after its merger with  BankBoston,  was announced by Enterprise
Chairman and CEO George L. Duncan, and is contingent upon regulatory approvals.

The two former Fleet branches are located at 223 Boston Road in Billerica and 20
Drum Hill Road in  Chelmsford.  The  offices  will  continue to operate as Fleet
branches  until they are converted to Enterprise  Bank offices in late spring of
2000.  All current  Fleet  employees  will be retained  by  Enterprise  Bank and
special notifications will be sent to all customers prior to the conversion.

"The acquisition of these two strategically  located offices is a very important
step for  Enterprise  Bank in  solidifying  our  presence in the Greater  Lowell
area," stated Duncan.  Enterprise  presently  operates branches at 185 Littleton
Road in Chelmsford and 674 Boston Road in Billerica.  (Both  existing  locations
exceeded  growth  projections  during the past four years.) With the addition of
the two new locations,  the bank will be able to service customers on both sides
of Billerica  Center and likewise,  on both Route 110 and Drum Hill,  two of the
major  commercial  corridors in  Chelmsford.  the Drum Hill  location is ideally
situated in the vibrant  commercial area that connects the Highlands  section of
Lowell,  Pawtucketville via the Rourke Bridge, and is easily accessible to North
Chelmsford, and Tyngsboro.

Enterprise   Bank  is  a  $400  million  bank  servicing   growing   businesses,
professionals,  and  individuals  in  a  region  that  extends  from  Lowell  to
Leominster.  The bank, with trust assets of $200,000,000 and mortgages serviced,
now exceeds $600 million under  management.  Enterprise  Bank's services include
retail banking,  full-service  investment management,  trust services,  mortgage
banking,  consumer lending,  commercial lending,  and leasing.  With anticipated
growth and the addition of the two new branches,  Enterprise Bancorp is expected
to approach 3/4 billion dollars in assets under management in the year 2000.

Duncan  remarked  that "We are pleased to have reached an  agreement  with Fleet
that fosters  competition,  further  enhances our  investment in  communities we
serve, and ensures maximum  resources and  accessibility to growing  businesses,
non-profits and individuals in our area. Today's


<PAGE>


announcement  is a tremendous  opportunity  for  Enterprise  Bank to further its
franchise in the Greater Lowell market.  Our present management team is uniquely
qualified  to handle the  full-service  financial  needs of the  businesses  and
individuals  currently  serviced at both offices.  We are extremely  pleased and
excited about the new addition to the Enterprise Bank family."

Headquartered in downtown Lowell,  Enterprise Bank currently operates offices in
Billerica,  Chelmsford, Dracut, Leominster,  Tewksbury and is soon to open a new
branch  at 237  Littleton  Road,  Westford.  Upon  completion  of  the  proposed
acquisition,  Enterprise Bank will operate 9 banking  offices,  a Trust Division
and a Mortgage Center.

                                       ###




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