<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement / / Confidential, for Use of the
/X/ Definitive Proxy Statement Commission Only
/ / Definitive Additional Materials (as permitted by Rule
/ / Soliciting Material Pursuant to 14a-6(e)(2))
Rule 14a-11(c) or Rule 14a-12
ENTERBANK HOLDINGS, INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) TITLE OF EACH CLASS OF SECURITIES TO WHICH TRANSACTION APPLIES:
- ------------------------------------------------------------------------------
(2) AGGREGATE NUMBER OF SECURITIES TO WHICH TRANSACTIONS APPLIES:
- ------------------------------------------------------------------------------
(3) PER UNIT PRICE OR OTHER UNDERLYING VALUE OF TRANSACTION COMPUTED
PURSUANT TO EXCHANGE ACT RULE 0-11 (SET FORTH THE AMOUNT ON WHICH THE FILING
FEE IS CALCULATED AND STATE HOW IT WAS DETERMINED):
- ------------------------------------------------------------------------------
(4) PROPOSED MAXIMUM AGGREGATE VALUE OF TRANSACTION:
- ------------------------------------------------------------------------------
(5) TOTAL FEE PAID:
- ------------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
- ------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
- ------------------------------------------------------------------------------
(3) Filing Party:
- ------------------------------------------------------------------------------
(4) Date Filed:
- ------------------------------------------------------------------------------
<PAGE> 2
[ENTERBANK HOLDINGS, INC. LOGO]
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
ENTERBANK HOLDINGS, INC.
150 N. MERAMEC
CLAYTON, MISSOURI 63105
April 28, 1999
To the Shareholders of Enterbank Holdings, Inc.:
Notice is hereby given that the Annual Meeting of Shareholders of Enterbank
Holdings, Inc. (the "Company") will be held at The University Club at 1034
South Brentwood Boulevard, St. Louis, Missouri 63117, on Wednesday, April 28,
1999, at 4:00 p.m., for the following purposes:
1. To elect thirteen (13) directors to hold office until the next
Annual Meeting of Shareholders or until their successors are
elected and have qualified.
2. To ratify the selection of KPMG, LLP as independent accountants
for the year ending December 31, 1999.
3. To approve an amendment to Article Four of the Articles of
Incorporation of Enterbank Holdings, Inc. to increase the number
of common shares authorized from 3,000,000 to 3,500,000.
4. To authorize 200,000 options in a qualified incentive stock
option plan for the benefit of the employees of Enterbank
Holdings and its subsidiaries.
5. To transact such other business as may properly come before the
meeting or any adjournment or postponement thereof.
The Board of Directors has fixed the close of business on March 17, 1999, as
the record date for the determination of shareholders entitled to notice of
and to vote at the meeting.
By Order of the Board of Directors
/s/ James C. Wagner
James C. Wagner, Secretary
Clayton, Missouri
March 29, 1999
TO ASSURE YOUR REPRESENTATION AT THE MEETING, PLEASE SIGN, DATE AND RETURN
YOUR PROXY IN THE ENCLOSED ENVELOPE, WHETHER OR NOT YOU EXPECT TO ATTEND IN
PERSON. SHAREHOLDERS WHO ATTEND THE MEETING MAY REVOKE THEIR PROXIES AND
VOTE IN PERSON IF THEY DESIRE.
<PAGE> 3
PROXY STATEMENT
ENTERBANK HOLDINGS, INC.
150 N. Meramec
Clayton, Missouri 63105
This Proxy Statement is furnished to the shareholders of Enterbank Holdings,
Inc. (the "Company") by the Board of Directors of the Company in connection
with the solicitation of proxies to be voted at the Annual Meeting of
Shareholders to be held at 4:00 p.m. on April 28, 1999, at The University
Club at 1034 South Brentwood Boulevard, St. Louis, Missouri 63117, or any
adjournment or postponement thereof. The cost of this solicitation will be
borne by the Company. In addition to solicitation by mail, officers,
directors and employees of the Company may solicit proxies by telephone, or
in person. The Company may also request banks and brokers to solicit their
customers who have a beneficial interest in the Company's common stock, par
value $.01 (the "Common Stock"), registered in the names of nominees and will
reimburse such banks and brokers for their reasonable out-of-pocket expenses.
The mailing of this proxy statement to shareholders of the Company commenced
on or about March 29, 1999.
Only holders of Common Stock of record at the close of business on March 17,
1999 are entitled to notice and to vote at the meeting. On that date the
Company had outstanding and entitled to be voted 2,378,637 shares of Common
Stock. The presence in person or by proxy of the holders of a majority of
the shares of Common Stock entitled to vote at the Annual Meeting of
Shareholders constitutes a quorum for the transaction of business. The
shares represented by the enclosed proxy will be voted if the proxy is
properly signed and received prior to the meeting.
Each holder of Common Stock is entitled to one vote for each share of Common
Stock held with respect to each matter to be voted upon; provided, however,
that cumulative voting shall be available for the election of directors.
Under cumulative voting, each shareholder is entitled to a cast a number of
votes equal to the number of shares held by such shareholder multiplied by
the total number of directors to be elected. These votes may be divided
among all nominees equally or may be voted for one or more of the nominees,
either in equal or unequal amounts, as the shareholder may elect. A plurality
of votes cast at the Annual Meeting is required for the election of each
director. Ratification of the selection of independent accountants requires
the affirmative vote of a majority of the shares voted on the proposal.
Abstentions and broker non-votes are counted in the number of shares present
in person or represented by proxy for purposes of determining whether a
quorum is present, but not for purposes of the election of directors,
ratification of the selection of independent accountants, approval of the
amendment to Article Four of the Articles of Incorporation to increase the
number of shares outstanding to 3,500,000, or to authorize an additional
200,000 options in a qualified incentive stock option plan. Abstentions will
be considered shares entitled to vote, and broker non-votes will be excluded
from the calculation of shares entitled to vote with respect to any proposal
for which authorization to vote was withheld.
All shares of Common Stock represented at the Annual Meeting by properly
executed proxies received prior to or at the Annual Meeting not properly
revoked will be voted at the Annual Meeting in accordance with the
instructions indicated on such proxies. If no instructions are indicated,
such proxies will be voted FOR the election of the Board's director nominees,
FOR the ratification of the recommended independent accountants, FOR
approving an amendment to the Articles of
1
<PAGE> 4
Incorporation of the Company to increase the number of shares of common stock
authorized to 3,500,000, and FOR the authorization of 200,000 options in a
qualified incentive stock option plan for the benefit of the employees of the
Company and its subsidiaries.
Any proxy may be revoked at any time before it is voted by written notice to
the Secretary, by receipt of a proxy properly signed and dated subsequent to
an earlier proxy, or by revocation of a written proxy by request in person at
the Annual Meeting; but if not so revoked, the shares represented by such
proxy will be voted. The mailing of this proxy statement to shareholders of
the Company commenced on or about March 29, 1999. The Company's corporate
offices are located at 150 North Meramec, Clayton, Missouri 63105 and its
telephone number is (314) 725-5500.
ELECTION OF DIRECTORS
(PROPOSAL NO. 1)
The Board of Directors has nominated for election the thirteen (13) persons
named below. All of the nominees are currently members of the Board of
Directors. All of the nominees were elected by the shareholders. It is
intended that proxies solicited will be voted for such nominees. The Board
of Directors believes that each nominee named below will be able to serve,
but should any nominee be unable to serve as a director, the persons named in
the proxies have advised that they will vote for the election of such
substitute nominee as the Board of Directors may propose.
The biographical information is furnished with respect to each member of the
Board of Directors of the Company, some of whom also serve as directors
and/or officers of one or more of the Company's subsidiaries Enterprise Bank
("Bank"), Enterprise Capital Management, Inc., and Enterprise Merchant Banc,
Inc. (formerly Enterprise Capital Resources, Inc.). There are no family
relationships between or among any directors or executive officers of the
Company.
<TABLE>
<CAPTION>
PRESENT POSITION(S) PRINCIPAL OCCUPATION
NAME AND AGE WITH THE COMPANY DURING PAST 5 YEARS
- ------------ ------------------- --------------------
<C> <C> <S>
Fred H. Eller, 54 President and Chief Executive President, Chief Executive Officer and Director of the
Officer, Director Company (since 1995); Chairman of the Board of the Bank
(since 1996); Chief Executive Officer and Director of
the Bank (since 1988).
Ronald E. Henges, 66 Chairman of the Board, Former Chief Executive Officer, Creve Coeur Camera
Director (multi-store retailer of camera and video equipment);
Former President and Chief Executive Officer of Henges
Associates, Inc. (manufacturer and installer of
prefabricated wall systems) 1991-1995; Chairman of the
Board of the Company (since 1995); Chairman of the
Board of the Bank 1988-1996.
Kevin C. Eichner, 48 Vice Chairman of the Board, Executive Vice President, General American (insurance
Director product provider); Vice Chairman of the Board of the
Company (since 1995); Vice Chairman of the Board of the
Bank (since 1991).
Randall D. Humprheys, 44 Director President of Enterprise Capital Management (since 1997),
President of Enterprise Merchant Banc, Inc., formerly
Enterprise Capital Resources (since 1997), Director of
the Company (since 1997).
Paul R. Cahn, 73 Director President, Elan Polo Imports, Inc. (importer of women's
and children's casual shoes); Director of the Company
(since 1996); Director of the Bank, (1991-1993 and
1995-1997).
2
<PAGE> 5
William B. Moskoff, 56 Director Former President and Chief Operating Officer, Bock
Pharmacal (1993-1996); President Tyler Group (Veterinary
Pharmaceuticals) Since 1996; Director of the Bank (1997-
1998); Director of the Company (since 1998).
Birch M. Mullins, 55 Director Former President, Baur Properties (developer of
commercial real estate properties); Vice President of
Duke Realty Investments; Director of the Company
(since 1996); Director of the Bank (1993-1996).
Robert E. Saur, 55 Director President, Conrad Properties (developer of commercial
and residential real estate properties); Director of
the Company (since 1995); Director of the Bank
(since 1991).
Paul L. Vogel, 32 Director Formerly, a practice leader of the Private Client
Services Group with Arthur Andersen LLP; President,
Enterprise Financial Advisors and Enterprise Trust
(financial planning and trust divisions of Enterprise
Bank) since 1998; Director of the Company (since 1998).
Henry D. Warshaw, 45 Director Principal, Moneta Group (provides financial planning
products and services); Director of the Company
(since 1996); Director of the Bank, 1991-1996; Chairman
of Clayton Banking Unit (since 1996).
James L. Wilhite, 65 Director President, Stange Corporation (manufacturer of marketing
and incentive items); Director of the Company (since 1996);
Director of the Bank (since 1996); Chairman of the St. Peters
Banking Unit (since 1996).
James A. Williams, 46 Director President, Sunset Transportation (trucking brokerage and
consulting firm); Director of the Company (since 1996);
Director of the Bank (since 1996); Chairman of the Sunset
Hills Banking Unit (since 1996).
Ted C. Wetterau, 71 Director Former Chairman and Chief Executive Officer Wetterau
Incorporated (wholesale food distributor); Director of
the Company (since 1997).
</TABLE>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE INDIVIDUALS LISTED
FOR ELECTION AS DIRECTORS OF THE COMPANY.
MEETINGS AND COMMITTEES OF THE BOARD
The Board met 12 times in 1998. Ted C. Wetterau is the only director that
has not been in attendance for at least 75% of the Board of Directors'
meetings. The entire Board serves as the audit and compensation committees
of the Board. Compensation is determined by employee performance,
contribution to the Company, market conditions, Company performance, and
other factors. Each of the executive officer's compensation is comprised of
salary, bonus, options and other benefits that are focused upon performance
rather than longevity with the Company.
EXECUTIVE COMPENSATION COMMITTEE REPORT
Mr. Eller's (Chief Executive Officer) compensation is tied to the performance
of the Company as a whole. His salary for the fiscal year 1998 was $202,569
with approximately a 30% bonus of $75,000. The possible ranges for his bonus as
a percent of base salary was 0 - 50%. Each year, Mr. Eller writes a "Performance
Contract" to outline his goals and objectives. These goals are often more
qualitative in nature and require the Board to exercise judgement in their
evaluation of the performance. His compensation structure is largely dependent
upon the fulfillment of this Performance Contract with the Company. Due to
Mr. Eller's position, his goals and objectives significantly and directly
influence the Company's overall performance. Financial measures include, but
are not limited to, earnings per share, return on equity, net income, growth,
and asset quality. For the year ended December 31, 1998, diluted earnings per
share was $1.20, return on average equity was 10.86%, net
3
<PAGE> 6
income was $3 million, assets grew 29% over year end 1997, and net loan losses
(indicative of asset quality) were $21,000, or .01%, of average loans. Less
tangible measures include the implementation of strategic plans set by the
Board of Directors, improving operations of the Company, and looking for new
business opportunities.
Each of the other executive officers of the Company write a similar
"Performance Contract" each year which is tailored to their particular
function within the Company. Like Mr. Eller, their compensation and bonus
are largely dependent upon the fulfillment of these goals and objectives.
Typically, the executive officers have goals that are unit specific, such as
loan and deposit growth within a banking unit, and they also have company-wide
goals to increase shareholder value and the net worth of the Company.
All factors, both financial and strategic, are taken into consideration when
determining compensation.
EXECUTIVE COMPENSATION
The following tables show the compensation paid by the Company, to the
Company's Chief Executive Officer and the four other executive officers of
the Company who earned more than $100,000.00 per year in compensation for any
of the years ended December 31, 1998, 1997 and 1996. Also included is the
option grant information for the executive officers of the Company, and a
performance graph for the common stock of the Company as of December 31,
1998.
All executive officers below have been with the Company for the past five
years with the exception of Mr. Humphreys and Mr. Leuck. Prior to becoming
the President of Enterprise Merchant Banc, Mr. Humphreys led the
diversification effort of St. Joseph Light and Power Company in St. Joseph,
Missouri. In this capacity, his primary responsibilities were to identify,
acquire and manage portfolio companies. Mr. Humphreys also worked for Ceres
Group and Brierley Investments Limited where he had similar job
responsibilities. Prior to becoming the President of Enterprise Bank in St.
Peters, Missouri, Mr. Leuck was the President and Chief Executive Officer of
Confluence Bancshares, Inc., the bank holding company for Duchesne Bank.
<TABLE>
<CAPTION>
COMPANY
FISCAL OTHER MATCH
NAME AGE TITLE YEAR SALARY<F1> BONUS BENEFITS DEFERRALS
- --------------------------- ----- -------------------- ------- ----------- --------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Fred H. Eller 54 President, CEO of 1998 $202,569 $75,000 $4,834 $6,400
the Company 1997 175,225 50,000 3,702 6,400
1996 166,197 50,000 3,548 7,600
Randall D. Humphreys 44 President, Enterprise 1998 $199,304 $65,000 $ 0 $ 0
Merchant Banc 1997 16,549 550 0 0
1996 N/A N/A N/A N/A
David J. Mishler 40 President, Enterprise 1998 $153,484 $36,000 $1,321 $6,400
Bank, Clayton 1997 146,139 45,000 1,285 6,400
1996 123,648 35,000 1,244 6,372
Richard C. Leuck 41 President, Enterprise 1998 $108,143 $24,000 $ 710 $5,320
Bank, St. Peters 1997 94,761 30,000 698 3,172
1996 67,976 20,000 674 0
James E. Graser 39 President, Enterprise 1998 $103,914 $32,500 $1,071 $5,484
Bank, Sunset Hills 1997 84,920 12,500 1,054 3,924
1996 80,641 22,000 1,033 4,132
<FN>
<F1> Includes car allowance
</TABLE>
4
<PAGE> 7
<TABLE>
OPTIONS GRANTS IN THE LAST FISCAL YEAR
--------------------------------------
<CAPTION>
No. of Percent of Potential Realizable Value at
Securities Total Assumed Annual Rates of
Underlying Options Stock Price Appreciation for
Options Granted to Exercise Option Term Grant Date
Granted in Employees of Base Expiration Present
Name 1998 in 1998 Price Date 5% 10% Value
- ---------------------- ------------ ----------- --------- ----------- ---------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Fred H. Eller 0 0 N/A N/A N/A N/A N/A
David J. Mishler 0 0 N/A N/A N/A N/A N/A
Richard C. Leuck 0 0 N/A N/A N/A N/A N/A
James E. Graser 0 0 N/A N/A N/A N/A N/A
Paul L. Vogel 18,000 51% $30.00 8/19/08 $340,000 $861,000 $540,000
James C. Wagner 0 0 N/A N/A N/A N/A N/A
<CAPTION>
AGGREGATED OPTION EXERCISES IN THE LAST FISCAL YEAR AND FISCAL YEAR END OPTION VALUES
-------------------------------------------------------------------------------------
No. of Securities
No. of Underlying Unexercised
Shares Options at Fiscal Year Value of Unexercised In-The-Money
Acquired on End Options at Fiscal Year End
Option Value
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- ---------------------- ------------ ---------- ------------ -------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Fred H. Eller 40,000 $840,000 18,000 12,000 $405,000 $180,000
David J. Mishler 0 0 14,000 16,000 $300,000 $240,000
Richard C. Leuck 0 0 3,000 12,000 $ 45,000 $180,000
James E. Graser 5,000 $120,000 8,000 12,000 $165,000 $180,000
Paul L. Vogel 0 0 0 18,000 0 $ 18,000
James C. Wagner 4,000 $ 61,000 8,000 8,000 $174,000 $120,000
</TABLE>
The Company has not granted stock appreciation rights to any director,
officer or employee.
[The remainder of this page intentionally left blank]
5
<PAGE> 8
PERFORMANCE GRAPH
-----------------
The following graph depicts the cumulative total shareholder return on the
Company's Common Stock from December 31, 1993 through December 31, 1998 (all
figures have been altered to reflect comparable prices after the 20 for 1
split in December of 1994). The graph compares the Common Stock of Enterbank
Holdings, Inc. with the NASDAQ Stock Market Composite Index for United States
Companies and an industry peer group. The peer group is determined using an
SIC code (6710) which is a group of bank holding companies that are NASDAQ
traded and are similar in nature to the Company. The comparisons reflected
in the graph, however, are not intended to forecast the future performance of
the Common Stock of the Company and may not be indicative of such future
performance. The graph assumes an investment of $100.00 in the Common Stock
and each index on December 31, 1993 and the reinvestment of all dividends.
The beginning stock price for the Company's Common Stock was $9.50 per share
on December 31, 1993 and the ending price was $31.00 per share on December
31, 1998.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURNS
PERFORMANCE GRAPH FOR
ENTERBANK HOLDINGS, INC.
[GRAPH]
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
12/31/93 12/31/94 12/31/95 12/31/96 12/31/97 12/31/98
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
ENTERBANK 100.0 103.3 127.9 147.5 218.3 335.4
- ----------------------------------------------------------------------------------------------------
NASDAQ MKT 100.0 97.8 138.3 170.0 208.6 293.2
- ----------------------------------------------------------------------------------------------------
PEER GROUP 100.0 99.8 148.0 195.4 330.8 335.1
- ----------------------------------------------------------------------------------------------------
</TABLE>
NOTES:
A. The lines represent monthly index levels derived from compounded daily
returns that include all dividends.
B. The indexes are reweighted daily using the market capitalization on the
previous trading day.
C. If the monthly interval, based on the fiscal year end, is not a trading
day, the preceding day is used.
D. The index level for all series was set to $100.00 on 12/31/1993.
E. Data for Enterbank Holdings, Inc. was provided by the Company.
F. Market and Peer Group data was supplied by The University of Chicago
Graduate School of Business, Center for Research in Security Prices.
6
<PAGE> 9
INFORMATION REGARDING BENEFICIAL OWNERSHIP OF PRINCIPAL SHAREHOLDERS,
DIRECTORS AND MANAGEMENT
The following is a list of all directors and executive officers at the close
of business on March 17, 1999, according to record-ownership listings as of
that date. The Company is not aware of any shareholders that beneficially
owned more than 5% of the outstanding common shares of the Company as of the
record date. As of March 17, 1999 there were 2,378,637 shares of Common
Stock outstanding.
<TABLE>
<CAPTION>
BENEFICIAL OWNER NUMBER OF SHARES OWNERSHIP <F1><F2>
---------------- ---------------- ------------------
<S> <C> <C>
Fred H. Eller <F3><F6><F7> 97,260 4.06%
Ronald E. Henges <F3><F9> 118,285 4.95%
Kevin C. Eichner <F3><F4> 79,193 3.31%
Randall D. Humphreys -0- N/A
Paul R. Cahn <F5> 70,967 2.98%
William B. Moskoff <F18> 28,359 1.19%
Birch M. Mullins 17,850 <F*>
Robert E. Saur <F19> 39,000 1.64%
Henry D. Warshaw <F10> <F20> 17,260 <F*>
James L. Wilhite <F13> 10,721 <F*>
James A. Williams <F8> 7,340 <F*>
Ted C. Wetterau <F14> 11,940 <F*>
David J. Mishler <F3><F7><F12> 42,304 1.77%
James E. Graser <F3><F7><F11> 18,000 <F*>
Richard C. Leuck <F3><F15> 9,591 <F*>
Paul L. Vogel <F17> 6,610 <F*>
James C. Wagner <F3><F16> 27,500 1.15%
All Directors and Executive Officers as a Group 602,180 24.59%
<FN>
<F*> Less than 1%
<F1> Pursuant to the rules of the Securities and Exchange Commission,
certain shares of Common Stock which a person has the right to acquire
within 60 days pursuant to the exercise of stock options and warrants
are deemed to be outstanding for the purposes of computing beneficial
ownership and the percentages of ownership of that person, but are not
deemed outstanding for the purposes of computing the percentage
ownership of any other person. All directors and officers as a group
hold options to purchase an aggregate of 70,000 shares of Common Stock.
<F2> Unless otherwise indicated, the named person has sole voting and
dispositive power for all shares shown.
<F3> Includes options as of March 17, 1999 outstanding and exercisable as of
December 31, 1998 or within 60 days thereafter, including those
beneficially owned by the named person, as follows: Mr. Eichner, 12,000
shares; Mr. Eller, 18,000 shares; Mr. Henges, 12,000 shares; Mr.
Graser, 3,000 shares; Mr. Mishler, 14,000 shares; Mr. Wagner, 8,000;
Mr. Leuck, 3,000; all directors and executive officers as a group,
70,000 shares.
<F4> Includes 47,193 held in the name of Mr. Eichner in which he has voting
power and 20,000 shares held in Mr. Eichner's trust in which he has
voting power.
<F5> Excludes 23,980 held by two adult children of Mr. Cahn, as well as
5,675 shares held by the son in law of Mr. Cahn. Includes 5,000 shares
held in trust for the benefit of Mr. Cahn's spouse, to which Mr. Cahn
has voting power; and 65,967 shares held of record by Cahn Family
Partnership, L.P., to which Mr. Cahn has voting power.
<F6> Includes 24,060 shares held jointly by Mr. Eller and his spouse; 20
shares held in the name of Mr. Eller to which Mr. Eller has voting
power; 15,180 shares held in trust for the benefit of Mr. Eller's
spouse to which Mr. Eller has voting power; and 40,000 shares held in
Mr. Eller's trust to which Mr. Eller has voting power.
<F7> Excludes all of the 15,460 shares held of record by EBSP Partnership in
which each of Mr. Eller, Mr. Graser and Mr. Mishler each hold a 1/7
partnership interest, but for which none of the named persons holds
sole voting power. Excludes all of the 13,820 shares held of record by
EBSP II Partnership in which each of Mr. Eller, Mr. Graser and Mr.
Mishler each hold a 1/6 partnership interest, but for which none of the
named persons holds sole voting power.
<F8> Includes 845 shares held by Mr. Williams held in an Individual
Retirement Account for the benefit of Mr. Williams to which Mr.
Williams has voting power; 3,995 shares held in the name of Mr.
Williams in which Mr. Williams has voting power and 2,500 shares held
in a joint trust account with the spouse of Mr. Williams in which Mr.
Williams has voting power.
<F9> Excludes 18,510 shares held by and/or for the benefit of adult children
of Mr. Henges. Includes 77,095 shares held of record by Henges Equity,
L.P., to which Mr. Henges is the General Partner and has voting power;
22,285 shares held in an Individual Retirement Account for the benefit
of Mr. Henges, to which Mr. Henges has voting power; 20 shares in the
name of Mr. Henges in which Mr. Henges has voting power; 3,285 shares
held in an Individual Retirement Account for the benefit of the spouse
of Mr. Henges, to which Mr. Henges has voting power; 3,600 shares held
in trust for six minor grandchildren of Mr. Henges, of
7
<PAGE> 10
which the spouse of Mr. Henges is trustee, and to which Mr. Henges has
voting power. Excluded also are 25,680 shares held in six separate trusts,
that were disclosed last year, for the benefit of the grandchildren of Mr.
Henges. It has been determined that Mr. Henges does not have beneficial
ownership or voting power over these shares, and thus they have been
excluded.
<F10> Includes 8,580 shares held in an Individual Retirement Account for the
benefit of Mr. Warshaw, to which Mr. Warshaw has voting power; and
8,660 shares held in an Individual Retirement Account for the benefit
of the spouse of Mr. Warshaw, to which Mr. Warshaw has voting power;
and 20 shares in the name of Mr. Warshaw to which Mr. Warshaw has
voting power. On January 1, 1999, Mr. Warshaw was granted one block of
options (2,958 shares) and second block (4,509 shares) as a result of
Enterbank Holdings, Inc. referral relationship with Moneta Group, Inc.
These options are excluded as none are vested.
<F11> Includes 14,999 shares held in Mr. Graser's trust in which Mr. Graser
has voting power; one share in the name of Mr. Graser to which Mr.
Graser has voting power
<F12> Includes 25,672 shares held jointly by Mr. Mishler and his spouse; and
2,631 shares held in an Individual Retirement Account for the benefit
of Mr. Mishler, to which Mr. Mishler has voting power; and one share
held in the name of Mr. Mishler to which Mr. Mishler has voting power.
<F13> Includes 650 shares held in a trust for the benefit of the spouse of
Mr. Wilhite of which the spouse of Mr. Wilhite is trustee, to which Mr.
Wilhite has voting power; one share in the name of Mr. Wilhite in which
Mr. Wilhite has voting power; 3,500 shares in Mr. Wilhite's trust in
which he has voting power; 1,000 shares held of record by the Wilhite
Family Partnership, L.P. to which Mr. Wilhite has voting power; and
5,570 shares held in an Individual Retirement Account for Mr. Wilhite
in which Mr. Wilhite has voting power.
<F14> Includes 11,940 shares held jointly by Mr. Wetterau and his spouse.
<F15> Includes 2,500 shares held in a trust of Mr. Leuck for the benefit of
Mr. Leuck to which Mr. Leuck has voting power; 2,500 shares held in a
trust of the spouse of Mr. Leuck, for the benefit of the spouse of Mr.
Leuck, to which Mr. Leuck has shared voting power; 1,590 shares held in
the Individual Retirement Account for the benefit of Mr. Leuck to which
Mr. Leuck has voting power; one share in the name of Mr. Leuck to which
Mr. Leuck has voting power.
<F16> Includes 14,000 shares held jointly by Mr. Wagner and his spouse; and
5,500 shares held in a trust for the benefit of Mr. Wagner's children
and other relatives. Mr. Wagner is a co-trustee and has voting power
and investment authority for this trust.
<F17> Includes 5,835 shares held in the name of Mr. Vogel in which Mr. Vogel
has voting power; and 775 shares held in Mr. Vogel's Individual
Retirement Account in which Mr. Vogel has voting power. Mr. Vogel was
granted 18,000 non-qualified stock options in 1998, none of which are
vested, and thus have been excluded.
<F18> Includes 28,358 shares held of record by Vasil's L.P., to which Mr.
Moskoff is the General Partner and has voting power; and one share held
in the name of Mr. Moskoff in which Mr. Moskoff has voting power.
<F19> Includes 20 shares held in the name of Mr. Saur to which Mr. Saur has
voting power; and 38,980 shares held in a trust for the benefit of Mr.
Saur to which Mr. Saur has voting power.
<F20> Mr. Warshaw, in addition to being a director of the Company, is a
principal at Moneta Group, Inc. The Company has a Customer Referral
agreement with Moneta Group, Inc. where principals may earn Enterbank
Holdings, Inc. stock options (right to purchase) by referring customers
to the Company.
</TABLE>
INDEPENDENT PUBLIC ACCOUNTANTS
(PROPOSAL NO. 2)
The Company engaged KPMG, LLP to audit the financial statements for the years
ended December 31, 1996, 1997 and 1998. Representatives of KPMG, LLP are
expected to be present at the Annual Meeting of Shareholders. They will have
an opportunity to make a statement if they desire to do so and will be
available to respond to appropriate questions.
The Company has selected KPMG, LLP to be the independent public accountants
for calendar year 1999 and recommends that the appointment of the auditors be
ratified by the Shareholders. Although Shareholder approval is not required,
it is the policy of the Board of Directors to request, whenever possible,
Shareholder ratification of the appointment or reappointment of independent
public accountants.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE SHAREHOLDER RATIFICATION
OF KPMG, LLP AS THE COMPANY'S INDEPENDENT PUBLIC ACCOUNTANTS.
8
<PAGE> 11
COMMON SHARES AUTHORIZED
(PROPOSAL NO. 3)
The Company currently has 3,000,000 shares of common stock authorized. Due
to the number of issued shares (2,378,637 as of March 17, 1999) and the
number of shares designated for current and possible future option plans of
the Company and its subsidiaries, the number of shares authorized in 1995 is
no longer sufficient. On March 17, 1999, the Board of Directors approved an
amendment to Article Four of the Certificate of Incorporation to increase the
number of authorized shares, subject to obtaining Shareholder approval.
Management recommends an Amendment to Article Four of the Articles of
Incorporation of Enterbank Holdings, Inc. to reflect an increase in the
number of authorized shares to 3,500,000. In the event shareholder approval
of the Amendment is obtained, it will become effective upon filing of the
Amendment with the Delaware Secretary of State. Attached is a copy of the
Amendment to Article Four of the Articles of Incorporation (Exhibit A).
In the event that the Shareholders approve this proposal and there occurs
an event (such as an acquisition) by which the Common Stock of the Company
is issued, the possibility exists that either book value per share or
earnings per share, or both, could be diluted due to the larger number of
shares outstanding. Under the Company's Certificate of Incorporation,
shareholders do not have preemptive rights to subscribe to additional
securities which may be issued by the Company, which means that current
shareholders do not have prior right to purchase any new issue of capital
stock of the Company in order to maintain the proportionate ownership of
the Company's Common Stock. In addition, there could be a dilution to the
voting power of each share of Common Stock as additional shares are issued.
Such events would require the prior approval of the Board of Directors, and
under certain circumstances, the Shareholders. No such actions are planned
at this time.
The approval of this proposal could be construed as having an anti-takeover
effect in that these authorized shares of Common Stock could be available to
defend a possible third-party takeover attempt. Management is not aware of any
such attempt to take control of the Company and the Board of Directors has not
presented this proposal with the intent that it be utilized as a type of anti-
takeover device.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPROVAL OF AMENDING THE
ARTICLES OF INCORPORATION OF ENTERBANK HOLDINGS, INC. TO INCREASE THE NUMBER
OF AUTHORIZED SHARES OF THE COMMON STOCK OF ENTERBANK HOLDINGS, INC. TO
3,500,000.
QUALIFIED INCENTIVE STOCK OPTION PLAN
(PROPOSAL NO. 4)
The Company currently has three qualified incentive stock option plans for
the benefit of the employees of Enterbank Holdings and its subsidiaries.
Plan I was adopted on April 20, 1988 with 144,000 options. As of March 17,
1999, Plan I has 11,575 options outstanding and no options available for
future grant. Plan II was adopted on April 25, 1990 with 75,000 options.
Plan II has 72,400 options outstanding and no options available for grant.
Plan III was adopted on June 19, 1996 with 200,000 options. Plan III has
185,100 options outstanding and 13,800 options available for future grants.
9
<PAGE> 12
The Qualified Incentive Stock Option Plan (hereafter referred to as "Plan
IV") will be very similar to the first three plans referenced above. It is
intended to advance the interests of the Company by providing incentives to
key employees who have substantial responsibility for the direction and
management of the Company to remain in the employ of the Company. The Board
of Directors has sole authority to grant options from Plan IV. Granted
Options will vest in 20% increments over a five-year period and will expire
ten years after the date of grant. In the event of termination of employment
for any reason other than death, the shares of Common Stock that may be
purchased pursuant to an Option shall be limited to the number of vested
Options.
Because this is a Qualified Plan, the gains on options meeting the Internal
Revenue Service's description of qualified stock option plans will not be tax
deductible by the Company when they are exercised. Attached is a copy of
Plan IV and the Option Grant Agreement (Exhibit B).
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPROVAL OF AN ADDITIONAL
QUALIFIED INCENTIVE STOCK OPTION PLAN CONTAINING 200,000 OPTIONS TO BE
GRANTED TO EMPLOYEES OF ENTERBANK HOLDINGS AND ITS SUBSIDIARIES.
SECTION 16 (a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16 (a) of the Securities and Exchange Act of 1934 requires the
Company's directors, executive officers, and holders of more than 10% of the
Company's Common Stock, to file with the Securities and Exchange Commission
(the "SEC") initial reports of ownership and reports of changes in ownership
of Common Stock and other equity securities of the Company. Such officers,
directors and 10% shareholders are required by SEC regulation to furnish the
Company with copies of all Section 16 (a) forms they file. Based upon the
information received from such persons, Mr. Cahn and Mr. Vogel are the only
individuals subject to Section 16 (a) requirements that inadvertently filed a
form either incorrectly or outside of the time allotted by the SEC. All other
individuals are believed to have filed on a timely basis, and the Company
believes that all filings are current with the SEC.
OTHER MATTERS
Management knows of no other matters that will be presented at the meeting.
If any other matters arise at the meeting, it is intended that the shares
represented by the proxies will be voted in accordance with the judgement of
the persons named in the proxies.
The Annual Report of the Company for the calendar year 1998 is enclosed.
A copy of Form 10-K filed by the Company with the Securities and Exchange
Commission is enclosed.
Shareholders are entitled to present proposals for action at a forthcoming
Shareholders' meeting if they comply with the requirements of the proxy
rules. Any proposals intended to be presented at the 2000 Annual Meeting of
Shareholders of the Company must be received at the Company's office on or
before October 25, 1999 in order to be considered for inclusion in the
Company's proxy statement and form of proxy relating to such meeting.
10
<PAGE> 13
The attached proxy card grants the proxy holders discretionary authority to
vote on any matter raised at the Annual Meeting. If a shareholder intends to
submit a proposal at the 2000 Annual Meeting of Shareholders of the Company,
and the proposal is not intended to be included in the Company's proxy
statement and form of proxy relating to such meeting, the shareholder should
give the Company appropriate notice no later than January 8, 2000. If the
Company fails to receive notice of the proposal by such date, the Company
will not be required to provide any information about the nature of the
proposal in its proxy statement and the proposal will not be submitted to the
Shareholders for approval at the 2000 Annual Meeting of Shareholders of the
Company as the Company will not have received proper notice as required by
the Company's Bylaws.
By Order of the Board of Directors,
/s/ James C. Wagner
James C. Wagner, Secretary
11
<PAGE> 14
EXHIBIT A
AMENDMENT TO THE ARTICLES OF INCORPORATION
FOR ENTERBANK HOLDINGS, INC.
BE IT RESOLVED, that the CERTIFICATE OF INCORPORATION of Enterbank
Holdings, Inc. is hereby amended so that ARTICLE FOUR thereof shall read in
its entirety as follows:
"ARTICLE FOUR
------------
The aggregate number of shares which the corporation shall have
authority to issue shall be three million, five hundred thousand (3,500,000)
shares of common stock, par value $.01 each.
The distinguishing preferences, qualifications, limitations, restrictions and
special or relative rights in respect to the common stock as follows:
In all elections of Directors of the Corporation, each common
shareholder shall have the right to cast as many votes as shall equal
(x) the number of shares held by him or her, and multiplied by (y) the
number of Directors to be elected, and he or she may cast all such
votes for a single Director or may distribute them among the number of
directors to be elected, or any two (2) or more of them, as such
shareholder may deem fit."
<PAGE> 15
EXHIBIT B
OPTION GRANT AGREEMENT
ENTERBANK HOLDINGS, INC. (the "Company"), a Delaware chartered bank holding
company, and ("Employee") make and enter into this Option
--------------------
Grant Agreement (the "Agreement") effective as of .
-------------------
WHEREAS, Optionee is a valuable and trusted employee of the Company, and the
Company considers it desirable and in its best interests that Employee be
given an inducement to acquire a proprietary interest in the Company to
provide an added incentive to advance the interests of the Company to provide
an added incentive to advance the interests of the Company; and
WHEREAS, the board of directors of the Company (the "Board") has adopted a
fourth incentive stock option plan (the "Plan") on April 28, 1999 and the
stockholders approved the Plan on April 28, 1999; and
WHEREAS, pursuant to the provisions of the Plan, the Board has decided to
grant Employee an option to purchase shares of the Company's $.01 par value,
voting common stock (the "Common Stock").
NOW, THEREFORE, in consideration of the forgoing recitals and the following
promises, the Employee and the Company agree as follows:
1.
Pursuant to this Agreement, the Company grants to Employee the right,
privilege, and option to purchase shares of its Common Stock at the
---------
purchase price of per share (the "Option").
-------
2.
The Employee may exercise the Option at any time, and from time to time, in
whole or in part, until the termination of the Option as provided in Section
4 of the Agreement, subject to the following:
(a) [20%] of the shares of Common Stock which may be purchased pursuant
to this Option may be purchased on or after (one year
--------------
from grant date);
(b) [20%] of the shares of Common Stock which may be purchased
pursuant to this Option may be purchased on or after (two
--------------
years from grant date);
(c) [20%] of the shares of Common Stock which may be purchased
pursuant to this Option may be purchased on or after (three
--------------
years from grant date);
<PAGE> 16
(d) [20%] of the shares of Common Stock which may be purchased
pursuant to this Option may be purchased on or after (four
--------------
years from grant date);
(e) [20%] of the shares of Common Stock which may be purchased
pursuant to this Option may be purchased on or after (five
--------------
years from grant date);
In the event of termination of employment for any reason other than death,
the shares of Common Stock which may be purchased pursuant to an Option shall
be limited to the number of shares which are fully vested and available for
purchase as of the date and time of termination of employment. In the event
of the death of an Optionee, all shares of Common Stock, which may be
purchased pursuant to an Option held by the Optionee, shall be deemed fully
vested and available for purchase.
In the event of a "Change of Control" of the Company, as defined in the Plan,
all shares of Common Stock which may be purchased pursuant to an Option shall
be deemed fully vested and available for purchase.
The aggregate fair market value (determined at the time the option is granted)
of the Stock with respect to which ISOs are exercisable for the first time by
an individual during any calendar year (under this Plan or any other ISO plan
of Company) may exceed $100,000.00. The options representing such excess
aggregate fair market value shall not be Incentive ISOs pursuant to the
Internal Revenue Code Section 422 (d). Provided, however, that such non-
qualified options shall be subject to all other previsions of the plan. With
respect to such non-qualified options, the Company shall denote on the stock
certificates issued upon exercise of such options that such certificates were
issued as a result of non-qualifed options. If an Optionee receives options
under this agreement, a part of which will be qualified under Section 422 of
the Code and part of which are not qualified, such Optionee shall notify the
Company whether qualified or non-qualified options are being exercised. Absent
such notification, the Company shall treat such exercise as an exercise of
qualified options to the extent available.
The Employee shall in no event exercise this Option while any other Option
previously granted to Employee to purchase Common Stock is still outstanding.
Any such previously granted Option not having been exercised in full shall be
deemed to remain outstanding until the expiration of the period during which
under its provisions it could be exercised.
3.
3.1 The Option shall be exercised by written notice from Employee to
Company, directed to the attention of the Board.
2
<PAGE> 17
3.2 Contemporaneous with the delivery to Employee of the appropriate
evidence of the shares of Common Stock being issued to Employee (which shall
occur as soon as practicable following receipt of notice of exercise by
Company), Employee shall deliver to Company cash or a cashier's check payable
to the order of the Company in payment of the option price for the number of
shares specified and paid for, and Employee and Company shall execute the
Stock Restriction Agreement described hereinafter.
3.3 If at any time the Board shall determine in its discretion, that
the listing, registration, or qualification of the shares covered by this
Option upon any securities exchange or under any state or federal law, or
that the consent or approval of any governmental regulatory body, is
necessary or desirable as a condition of, or in connection with, the issue or
purchase of shares hereunder, no shares shall be issued pursuant to this
Option unless and until such listing registration, qualification, consent, or
approval shall have been effected or obtained free of any conditions not
acceptable to the Board.
4.
4.1 To the extent not previously exercised, the Option shall
terminate upon the first to occur of the following:
(a) If Employee's employment is terminated for any reason, then the
date three months after the date of such termination; or
(b) (ten years from grant date).
---------------
4.2 The transfer of Employee from the employ of the Company to a
Subsidiary or vice versa, or from one Subsidiary to another shall not be
considered an interruption or termination of employment for purposes of this
Agreement.
5.
In the event that additional shares of Common Stock are issued pursuant to a
stock split or a stock dividend, the number of shares of Common Stock,
subject to Option shall be increased proportionally and the price per share
shall be decreased proportionally with no change in the total purchase price
of the shares subject to Option. In the event that the shares of Common
Stock from time to time issued and outstanding are reduced by a combination
of shares, the number of shares of Common Stock subject to Option shall be
reduced proportionally and the price per share shall be increased
proportionally with no change in the total price of the shares subject to
Option. No fractional shares shall be issued, and any fractional shares
resulting from the computations pursuant hereto shall be eliminated from the
Option. No adjustment shall be made for dividends (other than stock
dividends) or the issuance to stockholders of rights to subscribe for
additional Common Stock or other securities.
3
<PAGE> 18
6.
This Option is non-transferable and is exercisable only by Employee or the
Employee's personal representative. Employee shall have no rights as a
stockholder with respect to the optioned shares of Common Stock until payment
of the option price of shares for which the Option has been exercised,
execution of the Stock Restriction Agreement described hereinafter, and
delivery to Employee of the appropriate evidence of the shares as herein
provided.
7.
Subject to the provisions of Section 6 of this Agreement, this Agreement
shall be binding upon and inure to the benefit of the Company and the
Employee and their respective successors, assigns, heirs, executors,
administrators and personal representatives.
8.
This Agreement is not a contract of employment of any kind whatsoever between
Employee and any present of future employer of Employee.
9.
The certificate representing the Option shall be marked with the following
legend endorsement:
"The alienation and transfer of this option certificate and the
option to acquire stock of Enterbank Holdings, Inc. represented
hereby is subject to an Option Grant Agreement between Enterbank
Holdings, Inc. and the registered holder hereof, a copy of which
is in the possession of the Secretary of Enterbank Holdings, Inc."
10.
Any notice required hereunder shall be in writing, and shall be given by
mailing the notice by certified mail, postage prepaid, return receipt
requested, addressed to the party to whom given, at the address of such party
stated below, or at such other address as such party may previously have
designated by notice hereunder. Notices shall be deemed given as of the date
mailed.
11.
This Agreement constitutes the entire contract and understanding between the
Employee and the Company with respect to the Option.
4
<PAGE> 19
12.
As used herein, "Subsidiary" means any corporation which would constitute a
subsidiary corporation of Company as defined in Subsection 425(f) of the
Internal Revenue Code of 1986, as amended, if, in applying such definition,
the term "Company" is substituted for "employer corporation" wherever it
appears.
13.
This Agreement may not be modified or amended except by an instrument in
writing executed by the Employee and the Company.
14.
This Agreement is being entered into in and shall be construed in accordance
with the laws of the State of Missouri.
15.
This Agreement may be executed in several counterparts, each of which shall
be deemed an original.
IN WITNESS WHEREOF, the Employee and the Company have executed this Agreement
as of the date first above written.
Employee:
- ------------------------------------
Employee Name
Employee Address
Company:
ENTERBANK HOLDINGS, INC.
By:---------------------------------
President
150 North Meramec
Clayton, Missouri 63105
5
<PAGE> 20
ENTERBANK HOLDINGS, INC.
FOURTH INCENTIVE STOCK OPTION PLAN
----------------------------------
1.
This Fourth Incentive Stock Option Plan for ENTERBANK HOLDINGS, INC. is
intended to advance the interests of the Organization by providing Key
Employees who have substantial responsibility for the direction and
management of the Company and its Subsidiaries with additional incentive to
promote the success of the Organization's business, and by encouraging the
Key Employees to remain in the employ of the Organization. The above aims
will be accomplished through the granting of certain above aims will be
accomplished through the granting of certain stock options. It is intended
that options issued under the Plan qualify as ISOs, and the provisions of the
Plan shall be interpreted in accordance with this intention. Provided,
however, that such intention shall not be construed to negate any options
granted under the plan that are not treated as incentive stock options by
virtue of the Internal Revenue Code 422 (d).
2.
The items defined below shall have the following meanings throughout
the Plan:
2.1 "Bank" means ENTERPRISE BANK, a Missouri financial institution.
2.2 "Board" means the Board of Directors of Company.
2.3 "Code" means the Internal Revenue Code of 1986, as amended.
2.4 "Company" means ENTERBANK HOLDINGS, INC., a Delaware corporation.
2.5 "ISOs" means stock options which qualify as incentive stock
options under Section 422 of the Code. Such term shall also include those
options that would be considered incentive stock options but for Internal
Revenue Code Section 422 (d).
2.6 "Key Employees" means officers, directors, executives and
supervisory personnel, as well as other employees of the Company or the
Subsidiaries, who have substantial responsibility for the direction and
management of the Organization.
2.7 "Organization" means the Company, the Bank and the Subsidiaries.
2.8 "Optionee" means the person to whom an option is granted.
2.9 "Plan" means the Fourth Incentive Stock Option Plan as defined by
the provisions hereof.
6
<PAGE> 21
2.10 "Stock" means the voting common stock of Company.
2.11 "Subsidiaries" means any subsidiary bank or corporation owned or
controlled by the Company, the Bank, or one of the Subsidiaries.
2.12 "Ten Percent Shareholder" means any individual who at the time an
option is granted owns directly or indirectly stock possessing more than 10%
of the total combined voting power of all classes of stock of the Company,
taking into account the provisions of Section 424 (d) of the Code.
2.13 "Change of Control" means: (i) a merger or consolidation of the
Company with or into any other entity, unless after such event at least a
majority of the voting power of the surviving or resulting entity is
beneficially owned by persons who beneficially own a majority of the voting
power of the Company immediately prior to such event or (ii) a sale of all or
substantially all the assets of the Company (except to a Subsidiary of the
Company), or (iii) the dissolution of the Company, or (iv) a change in the
identity of a majority of the members of the Company's Board of Directors
within any twelve-month period, which change or changes are not recommended
by the incumbent directors determined immediately prior to any such change or
changes, or (iv) any tender or exchange offer or other transaction in which
the holders of the Company's common stock become entitled to receive or may
elect to receive either cash or securities of an entity other than the
Company, but not a stock split or reverse stock split of, or stock dividend
on, the Company's common stock as a class, or (v) any change or changes in
the beneficial ownership of the securities of the Company within any one-year
period, including any such change or changes effected in whole or in part by
the redemption of outstanding securities or the issuance of new securities,
as a result of which any "person," as such term is used in Sections 3(a)(9),
13(d) and 14(d) of the Securities and Exchange Act of 1934, as amended (the
"Exchange Act") (other than the Company, any trustees or other fiduciary
holding securities under any employee benefit plan of the Company, or any
company beneficially owned by the stockholders of th Company in substantially
the same proportions as their ownership of stock of the Company), becomes the
beneficial owner of securities of the Company representing 50% or more of the
combined voting power of the Company's then outstanding securities. For
purposes of this paragraph, beneficial ownership shall be as defined in Rule
13d-3 under the Exchange Act.
3.
The Board shall administer the Plan. Subject to the provisions of the
Plan, the Board shall have authority, in its sole and absolute discretion;
(a) to determine the employees of the Organization (from among the class of
employees eligible under Section 4 to receive options under the Plan) to whom
options shall be granted; (b) to determine the time or times at which
options shall be granted; (c) to determine the option price of the shares
subject to each option, which price shall not be less than the minimum
specified in Section 6.1; (d) to determine (subject to Section 6.2) the
duration
7
<PAGE> 22
of the exercise period for each option subject to the vesting limitations of
the Plan; (e) to determine the form of options granted hereunder; (f) to
determine the exact provisions of any ISO issued hereunder so long as such
provisions are not inconsistent with Section 422 of the Code; and (g) to
interpret the Plan and to prescribe, amend, and rescind rules and regulations
relating to it. For purposes of acting with respect to the Plan, a majority
of the members of the Board shall constitute a quorum and the acts of a
majority of the members present at any meeting at which a quorum is present,
or acts approved in writing by a majority of the members of the Board shall
be deemed the acts of the Board.
4.
4.1 Options shall be granted only to Key Employees.
4.2 The aggregate fair market value (determined at the time the
option is granted) of the Stock with respect to which ISOs are exercisable
for the first time by an individual during any calendar year (under this Plan
or any other ISO plan of Company) may exceed $100,000.00. The options
representing such excess aggregate fair market value shall not be Incentive
ISOs pursuant to the Internal Revenue Code Section 422 (d). Provided,
however, that such non-qualified options shall be subject to all other
previsions of the plan. With respect to such non-qualified options, the
Company shall denote on the stock certificates issued upon exercise of such
options that such certificates were issued as a result of non-qualifed
options. If an Optionee receives options under this agreement, a part of
which will be qualified under Section 422 of the Code and part of which are
not qualified, such Optionee shall notify the Company whether qualified or
non-qualified options are being exercised. Absent such notification, the
Company shall treat such exercise as an exercise of qualified options to the
extent available.
4.3 Options granted under the Plan may be exercised in whole or in
part throughout the duration of the exercise period for each option set by
the Board subject to the following vesting requirements:
(a) Twenty percent of the shares of Common Stock which
may be purchased pursuant to an Option, shall be available for
purchase on or after one (1) year from the date of grant;
(b) Twenty percent of the shares of Common Stock which
may be purchased pursuant to an Option, shall be available for
purchase on or after two (2) years from the date of grant;
(c) Twenty percent of the shares of Common Stock which
may be purchased pursuant to an Option, shall be available for
purchase on or after three (3) years from the date of grant;
8
<PAGE> 23
(d) Twenty percent of the shares of Common Stock which
may be purchase pursuant to an Option, shall be available for
purchase on or after four (4) years from the date of grant; and
(e) Twenty percent of the shares of Common Stock, which
may be purchased pursuant to an Option, shall be available for
purchase on or after five (5) years from the date of grant.
In the event of termination of employment for any reason other than
death, the shares of Common Stock which may be purchased pursuant to an
Option shall be limited to number of shares which are fully vested and
available for purchase under this Section 4.3 as of the dated and time of
termination of employment. In the event of the death of an Optionee, all
shares of Common Stock, which may be purchased pursuant to an Option held by
the Optionee, shall be deemed fully vested and available for purchase,
subject to the limitation set forth in Section 4.2 of the Plan.
4.4 In the event of a "Change of Control" of the Company, as defined
in Section 4.13 of the Plan, all shares of common Stock which may be
purchased pursuant to an Option shall be deemed fully vested and available
for purchase, subject to the limitation set forth in Section 4.2 of the Plan.
5.
5.1 The maximum number of shares of Stock which may be issued
pursuant to ISOs granted hereunder (subject to adjustment as provided in
Section 5.3 hereof) shall be 200,000 shares and, to the extent allowed by
law, said number of shares will be granted at any time and from time to time
under the Plan (subject to the provisions of Section10). These shares may be
in whole or in part, as the Board shall from time to time determine,
authorized but unissued shares or unauthorized shares which may be authorized
pursuant to powers of attorney granted by shareholders of the company. Any
shares subject to an option under the Plan, which option for any reason
expires or is terminated unexercised as to such shares, may again be
subjected to an option under the Plan.
5.2 In the event that additional shares of Stock are issued pursuant
to a stock split or a stock dividend, the number of shares of Stock then
covered by each outstanding option granted hereunder shall be increased
proportionally and the per share price of such shares shall be decreased
proportionally with no change in the total purchase price of the shares then
so covered. The number of shares of Stock reserved for the purpose of the
Plan shall also be increased proportionally. In the event that the shares of
Stock of the Company from time to time issued and outstanding are reduced by
a combination of shares, the number of shares of Stock then covered by each
outstanding option granted hereunder shall be reduced proportionally and the
per share price shall be increased proportionally with no change in the total
price of the shares then so covered. The number of shares of Stock reserved
for the purposes of the Plan shall also be reduced proportionally. No
fractional shares shall be issued, and any
9
<PAGE> 24
fractional shares resulting from the computations pursuant to this Section
5.2 shall be eliminated from the respective option. No adjustment shall be
made for dividends (other than stock dividends) or the issuance to
stockholders of rights to subscribe for additional common stock or other
securities.
6.
6.1 The option price for each share of Stock covered by an ISO shall
be an amount not less than 100% (or, in the case of an ISO granted to a Ten
Percent Shareholder, not less than 110%) of the fair market value of the
Stock on the date the option is granted.
6.2 All ISOs issued under the Plan shall be for such period as the
Board shall determine, but for not more than ten (10) years (or, if the
Optionee is a Ten Percent Shareholder, five (5) years) from the date of grant
thereof.
6.3 The period of the ISO, once it is granted, may be reduced only as
provided for in Section 7 in connection with the termination of employment of
the Optionee.
6.4 Except as provided in Section 7 hereof, no ISO may be exercised
unless the Optionee is at the time of such exercise in the employ of the
Organization and shall have been continuously so employed since the grant of
the option.
6.5 Each option granted under the Plan shall be nontransferable and
shall be exercisable only by the Optionee to whom the option is granted. No
option granted under the Plan or any of the rights and privileges thereby
conferred shall be transferred, assigned, pledged, or hypothecated in any way
(whether by operation of law or otherwise), and no such option, right, or
privilege shall be subject to execution, attachment, or similar process.
Upon any attempt to so transfer, assign, pledge, hypothecate, or otherwise
dispose of the option or of any right or privilege conferred thereby,
contrary to the provisions hereof, or upon the levy of any attachment or
similar process upon such option, right or privilege, the option such rights
and privileges shall immediately become null and void.
7.
7.1 In the event of an Optionee's termination of employment for any
reason, such Optionee or the Optionee's guardian or personal representative
may exercise any Options theretofore granted, which have vested and are not
then expired, within three (3) months after such termination of employment;
provided, however, in the case of termination of employment due to permanent
disability, the three month period of exercise shall be extended to one year.
10
<PAGE> 25
7.2 The transfer of a Key Employee from the Company and any
Subsidiary to the company or any Subsidiary shall not be considered an
interruption or termination of employment for purposes of this Agreement.
8.
8.1 The exercise of any ISO shall also be contingent upon receipt by
the Company of cash or cashier's check to its order, in an amount equal to
the full option price of the shares being purchased.
8.2 No Optionee or his or her legal representative, heir, or legatee,
as the case may be, will be, or will be deemed to be, a holder of any share
subject to an option unless and until appropriate documents evidencing such
shares are issued under the provisions of the Plan. Adjustment shall be
made, however, for dividends for which the record date is after the date the
option is exercised but prior to the date such evidence of such shares is
issued.
8.3 Each option shall be subject to the condition that if at any time
the Board shall determine, in its discretion, that the listing, registration,
or qualification of the shares covered thereby upon any securities exchange
or under any state or federal law or that the consent or approval of any
governmental regulatory body is necessary or desirable as a condition of, or
in connection with, the issue or purchase of shares under such option, such
option, such shares will not be issued unless and until such listing,
registration, qualification, consent, or approval shall have been effected or
obtained free of any conditions not acceptable to the Board.
8.4 Neither the Plan nor any option agreement covering options issued
under the Plan is to be construed as a contract of employment of any kind
whatsoever between a Key Employee and any present or future employer of Key
Employee.
8.5 Exercise of an option shall result in a decrease in the number of
shares of Stock, which thereafter may be available under the Plan by the
number of shares as to which the option is exercised.
9.
No option shall be granted pursuant to the Plan after ten (10) years
from the date the Plan is adopted by the Board, or the date the Plan is
approved by the majority of the outstanding shares of each class of Company
stock, whichever is earlier.
11
<PAGE> 26
10.
The Board may at any time terminate the plan, and at any time and from
time to time modify and amend the Plan in any respect; provided, however,
that no such amendment shall: (a) increase (except in accordance with Section
5.2) the maximum number of shares for which options may be granted under the
Plan either in the aggregate or to any individual Optionee; or (b) reduce
(except in accordance with Section 5.2) the minimum option prices which may
be established under the Plan; or (c) extend the maximum periods provided
for in Sections 6.2 and 10, respectively, during which options may be
exercised or granted; or (d) change the provisions relating to the
determination of employees to whom options shall be granted and the number of
shares to be covered by such options; or (e) change the provisions relating
to adjustments to be made upon changes in capitalization. The termination or
any modification or amendment of the Plan shall not, without the consent of
an Optionee, affect his or her rights under an option theretofore granted to
such Optionee.
11.
The Plan shall not affect the provisions of any nonqualified stock
options granted to any employee of the Organization under any other plan
relating to non-qualified stock options; nor shall it affect any of the
rights of any employee or the Organization to whom such a non-qualified stock
option was granted.
12.
This Plan shall become effective on the later of the date of its
adoption by the Board or its approval by the vote of the holders of a
majority of the outstanding shares of each class of the Company's stock.
This Plan shall not become effective unless such shareholder approval shall
be obtained within twelve (12) months before or after the adoption of the
Plan by the Board.
12
<PAGE> 27
ENTERBANK HOLDINGS, INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
APRIL 28, 1999
The undersigned hereby appoints Ronald E. Henges, Kevin C. Eichner and
Fred H. Eller, and each of them, with or without the others, proxies, with full
power of substitution to vote as designated below, all shares of stock of
Enterbank Holdings, Inc. (the "Company") that the undersigned signatory
hereof would be entitled to vote if personally present at the Annual Meeting
of Stockholders of the Company to be held at The University Club at 1034 South
Brentwood Boulevard, St. Louis, Missouri 63117, on Wednesday, April 28,
1999 at 4:00 p.m. and adjournment or postponement thereof, all in accordance
with and as more fully described in the Notice and accompanying Proxy
Statement for such meeting, receipt of which is hereby acknowledged.
1. ELECTION OF DIRECTORS
Election of thirteen directors to hold office until the next Annual Meeting
of Stockholders or until their successors shall have been duly elected and
qualified.
/ / FOR all nominees listed below / / WITHHOLD AUTHORITY to
(Except as marked to the contrary below). vote FOR all nominees
as listed below.
<TABLE>
<S> <C> <C> <C>
______Fred H. Eller ______Ronald E. Henges ______Kevin C. Eichner ______Randall D. Humphreys
______Paul R. Cahn ______William B. Moskoff ______Birch M. Mullins ______Robert E. Saur
______Henry D. Warshaw ______James A. Wilhite ______James A. Williams ______Ted C. Wetterau
______Paul L. Vogel
</TABLE>
INSTRUCTIONS: YOU MAY VOTE FOR ALL DIRECTORS BY MARKING WHERE INDICATED
ABOVE "FOR ALL NOMINEES LISTED BELOW", WITHHOLD YOUR VOTE UNTIL
THE MEETING BY MARKING WHERE INDICATED ABOVE "WITHHOLD AUTHORITY
TO VOTE" OR VOTE FOR INDIVIDUAL DIRECTOR(S) BY MARKING NEXT TO
EACH NAME THE NUMBER OF VOTES TO BE CAST FOR THAT PERSON.
2. Ratification and Approval of KPMG, LLP as auditors for the year ending
December 31, 1999.
/ / FOR / / AGAINST / / ABSTAIN
3. Approve an amendment to Article Four of the Certificate of Incorporation
of Enterbank Holdings, Inc. to increase the number of common shares
authorized from 3,000,000 to 3,500,000.
/ / FOR / / AGAINST / / ABSTAIN
4. Authorize 200,000 options in a qualified incentive stock option plan
for the benefit of the employees of Enterbank Holdings and its
subsidiaries.
/ / FOR / / AGAINST / / ABSTAIN
5. In their discretion, upon any other business which may properly come
before the meeting.
<PAGE> 28
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER(S). IF NO DIRECTION IS MADE, THIS
PROXY WILL BE VOTED "FOR" THE ELECTION OF ALL NOMINEES LISTED IN PROPOSAL 1,
PROPOSAL 2, PROPOSAL 3 AND PROPOSAL 4.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Please date, sign and return this Proxy card by
mail, postage prepaid.
Date: _______________________________________, 1999
SIGN HERE: __________________________________
__________________________________
(Please sign exactly as name appears on the label
for this mailing. When stock is registered
jointly, all owners must sign. When signing as
attorney, executor, administrator, trustee or
guardian, please give full title as such. If a
corporation, please sign the full corporate name
by the President or other authorized officer. If a
partnership, please sign in partnership name by an
authorized person.)
WHETHER OR NOT YOU PLAN ON ATTENDING THE ANNUAL
MEETING, PLEASE COMPLETE AND RETURN THIS PROXY.
<PAGE> 29
Appendix
Page 6 of the printed proxy contains a Comparison of Cumulative Total
Returns Graph. The information contained in the graph has been presented in a
format that may be processed by the EDGAR system.
