<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
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to 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 transaction 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:
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<PAGE> 2
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
ENTERBANK HOLDINGS, INC.
150 N. MERAMEC
CLAYTON, MISSOURI 63105
To be held on
April 19, 2000
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 Marriott West, 600 Maryville
Centre Drive, St. Louis, Missouri 63141, on Wednesday, April 19, 2000, 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 consider and act upon ratification of the
selection of KPMG LLP as independent accountants for
the year ending December 31, 2000.
3. 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 1, 2000, 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 15, 2000
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 19, 2000, at The Marriott West, 600 Maryville
Centre Drive, St. Louis, Missouri 63141, or any adjournment or postponement
thereof. The cost of this solicitation will be borne by the Company. The proxies
are solicited by the Board of Directors of 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 15, 2000.
Only holders of Common Stock of record at the close of business on March 1, 2000
(the "Record Date") are entitled to notice and to vote at the meeting. On the
Record Date, the Company had outstanding and entitled to be voted 7,152,024
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. If a quorum
is not present at the time the Annual Meeting is convened, the Company may
adjourn or postpone the Annual Meeting. 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.
1
<PAGE> 4
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 or the ratification
of the selection of independent accountants. 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 which are 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 and FOR
the ratification of the recommended independent accountants.
Any proxy may be revoked at any time before it is voted by a written notice to
the Secretary of the Company sent to the address shown below, 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 Company's
corporate offices are located at 150 North Meramec, Clayton, Missouri 63105 and
its telephone number is (314) 725-5500.
------------------------
The date of this Proxy Statement is March 15, 2000
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 of the Company
to a one year term. 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.
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<PAGE> 5
Directors of the Company received fees of $200 per board meeting attended and
$50 per loan meeting attended for the months of January, February and March,
1999. On April 1, 1999, the Company implemented a Stock Appreciation Rights
("SAR") Plan, which replaced the previous compensation structure for directors.
Under the Plan, the Company has the option to pay vested SARs either in the form
of cash or Enterbank Common Stock. Directors on April 1, 1999 were granted 1,200
SARs each, with the exception of Mr. Warshaw, Mr. Wilhite and Mr. Williams, who
were granted 4,800 SARs each because of their additional responsibilities as
chairmen for the Clayton, St. Peters and Sunset Hills banking units,
respectively. Paid executive officers of the Company were not eligible to
participate in this Plan and receive no compensation.
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. 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
- ------------ ---------------- -------------------
<S> <C> <C>
Fred H. Eller, 55 President and Chief President, Chief Executive Officer and Director of the
Executive 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, 67 Chairman of the Board, Chief Executive Officer, Creve Coeur Camera
Director (multi-store retailer of camera and video equipment);
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, 49 Vice Chairman of the Board, Vice President, General American Life Insurance
Director 1997-2000; President, General (since 2000); Vice
Chairman of the Board of the Company (since 1995);
Vice Chairman of the Board of the Bank (since 1991).
Randall D. Humprheys, 45 Director Principal, Ceres Group, Ltd. 1994-1997; President of
Enterprise Merchant Banc, LLC (since 1997), Director
of the Company (since 1997).
Paul R. Cahn, 74 Director President, Elan Polo Imports, Inc. (importer of
women's and children's casual shoes) (since 1976);
Director of the Company (since 1996); Director of the
Bank, 1991-1993 and 1995-1997.
William B. Moskoff, 57 Director President and Chief Operating Officer, Bock Pharmacal
(perscription pharmaceutical company) 1993-1996;
President Tyler Group (veterinary pharmaceuticals)
(since 1996); Director of the Bank 1997-1998; Director
of the Company (since 1998).
Birch M. Mullins, 56 Director President, Baur Properties (developer of commercial
real estate properties) 1992-1997; Vice President of
Duke Realty Investments 1997-1998; President,
Lindbergh Warson Properties (since 1998); Director of
the Company (since 1996); Director of the Bank
1993-1996.
</TABLE>
3
<PAGE> 6
<TABLE>
<S> <C> <C>
Robert E. Saur, 56 Director President, Conrad Properties (developer of commercial
and residential real estate properties) (since 1975);
Director of the Company (since 1995); Director of the
Bank (since 1991).
Paul L. Vogel, 33 Director Senior manager with the Personal Financial Services
group of Price Waterhouse LLP (1993-1997); Practice
leader of the Private Client Services Group with
Arthur Andersen LLP 1997-1998; 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, 46 Director Principal, Moneta Group (provides financial planning
products and services) (since 1990); Director of the
Company (since 1996); Director of the Bank, 1991-1996;
Chairman of Clayton Banking Unit (since 1996).
James L. Wilhite, 66 Director President, Stange Corporation (manufacturer of
marketing and incentive items) (since 1990); Director
of the Company (since 1996); Director of the Bank
(since 1996); Chairman of the St. Peters Banking Unit
(since 1996).
James A. Williams, 47 Director President, Sunset Transportation (trucking brokerage
and consulting firm) (since 1990); Director of the
Company (since 1996); Director of the Bank (since
1996); Chairman of the Sunset Hills Banking Unit
(since 1996).
Ted C. Wetterau, 73 Director Chairman and Chief Executive Officer Wetterau
Incorporated (wholesale food distributor) (1950-1992);
Chairman and Chief Executive Officer Wetterau Associates
(since 1992); 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 1999. Of the Holding Company Board members, Randall
Humphreys and Ted Wetterau were not in attendance for at least 75% of the Board
of Directors' meetings. The Board does not have separate audit and compensation
committees.
BOARD COMPENSATION 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 1999 was $225,000 with a
bonus of $100,150, or approximately 45% of his base salary. The possible range
for Mr. Eller's 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 than quantitative in nature and require the
Board to exercise judgement in its evaluation of Mr. Eller's performance. His
compensation structure is largely dependent upon the fulfillment of the
objectives contained in the Performance Contract. 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
4
<PAGE> 7
asset quality. In awarding Mr. Eller's bonus for 1999, the Board took note
that 1999 diluted earnings per share was $.50, return on average equity was
12.31%, net income was $3.8 million, assets grew 30% over fiscal year 1998, and
the Company experienced net loan recoveries of $14,000. Less tangible measures
of Mr. Eller's performance include the implementation of strategic plans set by
the Board of Directors, improving operations of the Company, and developing new
business opportunities.
Each of the other executive officers of the Company write a similar "Performance
Contract" each year which is tailored to his or her particular function within
the Company. Like Mr. Eller, the compensation and bonus awarded to each
executive are largely dependent upon the fulfillment of the goals and objectives
contained in their respective Performance Contracts. 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.
Compensation is also determined by employee performance, contribution to the
Company, market conditions, Company performance, and other factors. Each
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 OFFICERS
<TABLE>
<CAPTION>
PRESENT POSITION(S) PRINCIPAL OCCUPATION
NAME AND AGE WITH THE COMPANY DURING PAST 5 YEARS
------------ ---------------- -------------------
<S> <C> <C>
Fred H. Eller, 55 President, CEO of the President, Chief Executive Officer and Director of
Company the Company since 1995; Chairman of the Board of
Enterprise Bank since 1996; Chief Executive Officer and
Director of Enterprise Bank since 1988.
Paul L. Vogel, 33 President, Enterprise Senior manager of the Personal Financial Services Group
Financial Advisors of Price Waterhouse LLP 1993-1997; Practice leader of
Private Client Services Group with Arthur Andersen LLP
1997-1998; President, Enterprise Financial Advisors and
Enterprise Trust (financial planning and trust divisions of
Enterprise Bank) since 1998; Director of the Company since
1998.
David J. Mishler, 41 President, Enterprise Bank, Vice President of Enterprise Bank 1988-1996; President,
Clayton Enterprise Bank, Clayton since 1996.
Richard C. Leuck, 42 President, Enterprise Bank, President and Chief Executive Officer of Duchesne Bank
St. Peters 1991-1996; President, Enterprise Bank, St. Peters since
1996.
James E. Graser, 40 President, Enterprise Bank, Vice President of Enterprise Bank 1989-1996; President
Sunset Hills of Enterprise Bank, Sunset Hills since 1996.
</TABLE>
5
<PAGE> 8
EXECUTIVE COMPENSATION
The following tables show the compensation paid by the Company to the Company's
Chief Executive Officer and the four other most highly paid executive officers
of the Company, including its subsidiary, Enterprise Bank, for the years ended
December 31, 1999, 1998 and 1997.
<TABLE>
<CAPTION>
12/31/99
BASE FISCAL ANNUAL ALL OTHER
NAME SALARY YEAR COMPENSATION(1) COMPENSATION(2)
- ---------------------------------- --------------- ----------------- ------------------ ---------------------
<S> <C> <C> <C> <C>
Fred H. Eller $225,000 1999 $325,150 $12,553
$200,000 1998 $277,569 $11,234
$200,000 1997 $225,225 $10,102
Paul L. Vogel $150,000 1999 $190,150 $5,432
$150,000 1998 $63,050 N/A
N/A 1997 N/A N/A
David J. Mishler $157,000 1999 $225,100 $15,336
$147,000 1998 $189,484 $15,283
$137,000 1997 $191,139 $12,485
Richard C. Leuck $120,000 1999 $160,480 $9,481
$105,000 1998 $132,143 $8,370
$95,000 1997 $124,761 $6,210
James E. Graser $125,000 1999 $156,181 $7,353
$91,000 1998 $136,414 $6,555
$81,000 1997 $97,420 $4,978
</TABLE>
(1) Includes salary, bonus, referral fee income and car allowance
(2) Includes Split Dollar Life Insurance Premium, Long-term Disability Insurance
Premium, Company 401(K) Match Deferrals and Club Membership Dues when
applicable.
OPTIONS GRANTS IN FISCAL 1999
There were no options granted to the five most highly compensated executive
officers of the Company during the year ended December 31, 1999.
AGGREGATED OPTION EXERCISES IN 1999 AND YEAR END OPTION VALUES
<TABLE>
<CAPTION>
No. of
Shares
Acquired
on Option Value
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- --------------------- ------------ ------------ ------------- --------------- ---------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Fred H. Eller 0 0 63,000 27,000 $948,960 $348,840
David J. Mishler 0 0 54,000 36,000 $787,680 $465,120
Richard C. Leuck 0 0 18,000 27,000 $232,560 $348,840
James E. Graser 15,000 $140,100 18,000 27,000 $232,560 $348,840
Paul L. Vogel 0 0 10,800 43,200 $89,100 $356,400
James C. Wagner 0 0 30,000 18,000 $441,600 $232,560
</TABLE>
The Company has not granted stock appreciation rights to any of the above paid
officers or employees.
6
<PAGE> 9
PERFORMANCE GRAPH
The following graph depicts the cumulative total shareholder return on the
Company's Common Stock from December 31, 1994 through December 31, 1999 (all
figures have been altered to reflect comparable prices after the 20 for 1 split
in December of 1994 and the 3 for 1 stock split in September of 1999). 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, 1994 and the
reinvestment of all dividends. The beginning stock price for the Company's
Common Stock was $3.25 per share on December 31, 1994 and the ending price was
$18.25 per share on December 31, 1999.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURNS
PERFORMANCE GRAPH FOR
ENTERBANK HOLDING, INC.
[LINE GRAPH]
<TABLE>
<CAPTION>
- ------------------------- -------------- --------------- ---------------- ----------------- ----------------- --------------
12/31/94 12/31/95 12/31/96 12/31/97 12/31/98 12/31/99
- ------------------------- -------------- --------------- ---------------- ----------------- ----------------- --------------
<S> <C> <C> <C> <C> <C> <C>
ENTERBANK 100.0 123.1 141.0 207.7 317.9 561.8
- ------------------------- -------------- --------------- ---------------- ----------------- ----------------- --------------
NASDAQ MARKET 100.0 141.3 173.9 213.1 300.2 542.4
- ------------------------- -------------- --------------- ---------------- ----------------- ----------------- --------------
PEER GROUP 100.0 148.4 196.7 332.1 338.9 323.4
- ------------------------- -------------- --------------- ---------------- ----------------- ----------------- --------------
</TABLE>
7
<PAGE> 10
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 12/31/1994 and has
been retroactively changed toreflect the 3 for 1 stock split that took
place on September 29, 1999.
E. Data for Enterbank Holdings, Inc. was provided by the Company based upon
periodic trading data provided to the Company by J.A. Glynn and Company.
F. Market and Peer Group data was supplied by The University of Chicago
Graduate School of Business, Center for Research in Security Prices.
INFORMATION REGARDING BENEFICIAL OWNERSHIP OF PRINCIPAL SHAREHOLDERS,
DIRECTORS AND MANAGEMENT
The following table sets forth, as of March 1, 2000, certain information
concerning the ownership of Common Stock by each director of the Company, each
of the executive officers of the Company named in the Executive Compensation
table and all directors and executives officers as a group. The Company is not
aware of any shareholders that beneficially owned more than 5% of the
outstanding common shares of the Company as of such date. As of March 1, 2000
there were 7,152,024 shares of Common Stock outstanding after giving affect to a
3 for 1 stock split on September 29, 1999. All numbers reported reflect the
split.
<TABLE>
<CAPTION>
PERCENTAGE
----------
BENEFICIAL OWNER NUMBER OF SHARES OWNERSHIP (1)(2)
---------------- ---------------- ----------------
<S> <C> <C>
Fred H. Eller (3)(4)(5) 267,780 3.71%
Ronald E. Henges (3)(6) 352,555 4.90%
Kevin C. Eichner (3)(7) 243,579 3.39%
Randall D. Humphreys (8) 0 N/A
Paul R. Cahn (8) (9) 230,901 3.23%
William B. Moskoff (8) (10) 85,077 1.19%
Birch M. Mullins (8) 53,550 *
Robert E. Saur (8) (11) 117,000 1.64%
Henry D. Warshaw (3) (12) (13) (14) 56,261 *
James L. Wilhite (14) (15) 32,163 *
James A. Williams (14) (16) 19,520 *
Ted C. Wetterau (8) (17) 35,820 *
David J. Mishler (3)(5)(18) 138,912 1.94%
James E. Graser (3)(5)(19) 63,000 *
Richard C. Leuck (3)(20) 37,773 *
Paul L. Vogel (3) (21) 39,905 *
James C. Wagner (3)(22) 78,470 1.09%
All Directors and Executive Officers as a Group 1,735,383 23.34%
</TABLE>
* Less than 1%
8
<PAGE> 11
(1) 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 purpose 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 282,281 shares of Common
Stock.
(2) Unless otherwise indicated, the named person has sole voting and
dispositive power for all shares shown
(3) Includes options outstanding and exercisable as of March 1, 2000,
outstanding or exercisable as of December 31, 1999 or within 60 days
thereafter, including those beneficially owned by the named person, as
follows: Mr. Eichner, 42,000 shares; Mr. Eller, 63,000 shares; Mr.
Henges, 42,000 shares; Mr. Graser, 18,000 shares; Mr. Mishler, 54,000
shares; Mr. Wagner, 30,000; Mr. Leuck, 18,000; Mr. Vogel, 10,800
shares; Mr. Warshaw, 4,481 shares; all directors and executive
officers as a group, 282,281 shares.
(4) Includes 72,180 shares held jointly by Mr. Eller and his spouse; 60
shares held in the name of Mr. Eller to which Mr. Eller has voting
power; 45,540 shares held in trust for the benefit of Mr. Eller's
spouse to which Mr. Eller has voting power; and 87,000 shares held in
Mr. Eller's trust to which Mr. Eller has voting power.
(5) Excludes all of the 46,380 shares held of record by EBSP Partnership
in which Mr. Eller, Mr. Mishler and Mr. Graser each hold a 1/7th
partnership interest, but for which none of the named persons holds
sole voting power. Exludes all of the 41,460 shares held of record by
EBSP II Partnership in which Mr. Eller, Mr. Mishler and Mr. Graser
each old a 1/6th partnership interest, but for which none of the named
persons holds sole voting power.
(6) Includes 231,285 shares held of record by Henges Equity, L.P., of
which Mr. Henges is the General Partner and has voting power; 66,855
shares held in an Individual Retirement Account for the benefit of Mr.
Henges, to which Mr. Henges has voting power; 60 shares held in the
name of Mr. Henges in which Mr. Henges has voting power; 9,855 shares
held in an Individual Retirement Account for the benefit of the spouse
of Mr. Henges to which Mr. Henges has voting power; and 2,500 shares
held jointly by Mr. Henges and his spouse.
(7) Includes 141,579 shares held in the name of Mr. Eichner in which he
has voting power and 60,000 shares held in Mr. Eichner's trust in
which he has voting power.
(8) Excluded are 1,200 Stock Appreciation Rights ("SARs"). Under the SAR
Agreement, these could have a dilutive effect, as it is at the
discretion of the Company whether compensation will be given in the
form of cash or Common Stock. None of these SARs are vested and are
therefore excluded.
(9) Excludes 71,940 shares held by two adult children of Mr. Cahn, as well
as 30,950 shares held by the son in law of Mr. Cahn. Includes 15,000
shares held in trust for the benefit of Mr. Cahn's spouse, to which
Mr. Cahn has voting power; and 215,901 shares held of record by Cahn
Family Partnership, L.P., to which Mr. Cahn has voting power.
(10) Includes 85,077 shares held of record by Vasil's L.P., of which Mr.
Moskoff is the General Partner and has voting power.
(11) Includes 60 shares held in the name of Mr. Saur to which Mr. Saur has
voting power; and 116,940 shares held in a trust for the benefit of
Mr. Saur to which Mr. Saur has voting power.
(12) Includes 25,740 held in an Individual Retirement Account for the
benefit of Mr. Warshaw, to which Mr. Warshaw has voting power; and
25,980 shares held in an Individual Retirement Account for the benefit
of the spouse of Mr. Warshaw, to which Mr. Warshaw has voting power;
and 60 shares in the name of Mr. Warshaw to which Mr. Warshaw has
voting power. On January 1, 1999, Mr. Warshaw was granted 22,351
shares for his 1998 performance as a result of Enterbank Holdings'
referral relationship with Moneta Group, Inc. As of March 1, 2000,
4,481 of these options were vested and have been included. On January
1, 2000, Mr. Warshaw was granted an additional 1,700 options as a
result of the agreement with Moneta Group. None of these options are
vested and have thus been excluded.
(13) 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. whose principals may earn Enterbank
Holdings, Inc. stock options (right to purchase) by referring
customers to the Company.
(14) Excluded are 4,800 SARs. Under the SAR Agreement, these could have a
dilutive effect, as it is at the discretion of the Company whether
compensation will be given in the form of cash or Common Stock. None
of these SARs are vested and are therefore excluded.
(15) Includes 1,950 shares held in a trust for the benefit of the spouse of
Mr. Wihite of which the spouse of Mr. Wilhite is trustee, and Mr.
Wilhite has voting power; 3 shares in the name of Mr. Wilhite to which
Mr. Wilhite has voting power; 10,500 shares held in Mr. Wilhite's
trust in which he has voting power; 3,000 shares held of record by the
Wilhite Family Partnership, L.P., to which Mr. Wilhite has voting
power; and 16,710 shares held in an Individual Retirement Account for
Mr. Wilhite in which Mr. Wilhite has voting power.
(16) Includes 2,535 shares held by Mr. Williams held in an Individual
Retirement Account for the benefit of Mr. Williams to which Mr.
Williams has voting power; 11,985 shares held in the name of Mr.
Williams in which Mr. Williams has voting power and 5,000 shares held
in a joint trust account with the spouse of Mr. Williams in which Mr.
Williams has voting power.
(17) Includes 35,820 shares held of record by Wetterau Ventures, L.P. to
which Mr. Wetterau is the General Partner and has voting power.
(18) Includes 77,016 shares held jointly by Mr. Mishler and his spouse;
7,893 shares held in an Individual Retirement Account for the benefit
for the benefit of Mr. Mishler, to which Mr. Mishler has voting power
and 3 shares held in the name of Mr. Mishler to which Mr. Mishler has
voting power.
(19) Includes 44,997 shares held in Mr. Graser's trust to which Mr. Graser
has voting power and 3 shares in the name of Mr. Graser to which Mr.
Graser has voting power.
(20) Includes 7,500 shares held in a trust of the spouse of Mr. Leuck for
the benefit of Mr. Leuck to which Mr. Leuck has voting power; 7,500
shares held in a trust of the spouse of Mr. Leuck, for the benefit of
the spouse of Mr. Leuck, to which Mr. Leuck
9
<PAGE> 12
has shared voting power; 4,770 shares held in an Individual Retirement
Account for the benefit of Mr. Leuck to which Mr. Leuck has voting
power; and 3 shares held in the name of Mr. Leuck to which Mr. Leuck
has voting power.
(21) Includes 456 shares held in an Individual Retirement Account (SEP) for
the benefit of Mr. Vogel to which Mr. Vogel has voting power; 2,325
shares held in another Individual Retirement Account for the benefit
of Mr. Vogel to which Mr. Vogel has voting power; 26,195 shares held
in the name of Mr. Vogel to which Mr. Vogel has voting power; and 129
shares held in an Individual Retirement Account for the benefit of the
spouse of Mr. Vogel to which Mr. Vogel has voting power.
(22) Includes 30,000 shares held jointly by Mr. Wagner and his spouse and
18,470 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.
INDEPENDENT PUBLIC ACCOUNTANTS
(PROPOSAL NO. 2)
The Company engaged KPMG LLP to audit the Company's financial statements for the
fiscal years ended December 31, 1997, 1998 and 1999. 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 2000 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 RATIFICATION OF KPMG LLP AS
THE COMPANY'S INDEPENDENT PUBLIC ACCOUNTANTS.
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. All individuals are believed to have
filed such forms on a timely basis, and the Company believes that all filings
are current with the SEC.
10
<PAGE> 13
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 1999 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 2001 Annual Meeting of
Shareholders of the Company must be received at the Company's principal office
at 150 N. Meramec, Clayton, Missouri 63105 on or before December 3, 2000 in
order to be considered for inclusion in the Company's proxy statement and form
of proxy relating to such meeting.
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 2001 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 February 16, 2001. 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
2001 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
- --------------------------------------------------------------------------------
ENTERBANK HOLDINGS, INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
APRIL 19, 2000
The undersigned hereby appoints Ronald E. Henges, Kevin C. Elchner
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 Marriott West 600 Maryville Centre
Drive, St. Louis, Missouri 63141 on Wednesday, April 19, 2000 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.
<TABLE>
<S><C>
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY to vote
(Except as marked to the contrary below). FOR all nominees as listed below.
Fred H. Eller Ronald D. Henges Kevin C. Elchner Randall D. Humphreys
---- ---- ---- ----
Paul R. Cahn William B. Moskori Birch M. Mullins Robert E. Saur
---- ---- ---- ----
Henry D. Warshaw James A. White 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, 2000.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. In their discretion, upon any other business which may properly come before
the meeting.
<PAGE> 15
- -------------------------------------------------------------------------------
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 AND PROPOSAL 2.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Please date, sign and return this Proxy
card by mail, postage prepaid.
Date: , 2000.
----------------------------
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.
