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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
JANUARY 5, 2000
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Date of report (Date of earliest event reported)
ENTERBANK HOLDINGS, INC.
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(Exact Name of Registrant as Specified in its Charter)
DELAWARE
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(State or Other Jurisdiction of Incorporation)
000-24131 43-1706259
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(Commission File Number) (IRS Employer Identification No.)
150 N. MERAMEC, ST. LOUIS, MISSOURI 63105
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(Address of Principal Executive Offices) (Zip Code)
(314) 725-5500
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(Registrant's Telephone Number, Including Area Code)
N/A
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(Former Name or Former Address, if Changed Since Last Report)
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ENTERBANK HOLDINGS, INC.
FORM 8-K
ITEM 5: OTHER EVENTS.
On January 5, 2000, the Registrant issued a press release announcing
the signing of a definitive merger agreement with Commercial Guaranty
Bancshares, Inc.
The full text of the press release is attached hereto as Exhibit 99 and
is incorporated herein by reference in its entirety.
ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
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99. Registrant's Press Release issued January 5, 2000.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ENTERBANK HOLDINGS, INC.
Date: January 5, 2000 By: /s/ Fred H. Eller
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Fred H. Eller, Chief Executive Officer
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[Enterbank Holdings, Inc. Letterhead]
FOR RELEASE JANUARY 5, 2000
ENTERBANK HOLDINGS, INC. AND COMMERCIAL GUARANTY BANCSHARES, INC.
ANNOUNCE MERGER PLANS
ST. LOUIS, MISSOURI, JANUARY 5, 2000 - Enterbank Holdings, Inc., the parent
company of Enterprise Bank in St. Louis, Missouri, and Commercial Guaranty
Bancshares, Inc., the parent company of First Commercial Bank, N.A. in
Overland Park, Kansas, jointly announced today the signing of a definitive
merger agreement which will result in combined assets of over $600 million.
The joint announcement was made today by Fred H. Eller, President and
Chief Executive Officer of Enterbank and Joe C. Morris, Chairman of the
Board of Commercial Guaranty.
Under the agreement, Enterbank will acquire the approximately 837,000
outstanding shares of common stock of Commercial Guaranty with an exchange
ratio of 2.1429 Enterbank shares for each Commercial Guaranty share. The
merger will be accounted for as a pooling of interests and is intended to
qualify as a tax-free reorganization. The definitive merger agreement,
which has been approved by the Boards of Directors of both companies, is
subject to conditions usual and customary for merger transactions of this
type. It will require approval by the shareholders of both companies, the
Federal Reserve Board and satisfaction of certain other terms and
conditions. It is presently expected that the merger will be consummated
sometime in the middle of 2000.
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150 N. Meramec * Clayton, Missouri 63105-3753 *
(314) 725-5500 * Fax (314) 727-3239
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The two companies evidence similar business philosophies and are known
for their dedication to personal service. Their non-banking business units
are also complimentary. Commercial Guaranty offers merger and acquisition
services that will benefit Enterbank clients, and Enterbank offers services
such as financial consulting, custodial and trust services not previously
available to Commercial Guaranty customers.
"This partnership is a great strategic fit for both companies," said Fred
Eller. "We have the same philosophy of quality service and dedication to
our clients, especially closely held businesses--that's what has helped us
grow. Enterprise already has a Kansas City presence through its affiliation
with Enterprise Merchant Banc in Overland Park. It just makes sense to
offer business owners on both sides of the state the expanded services of a
more complete financial services provider."
"Just as Enterprise has done, First Commercial was built on developing
strong relationships with customers. The customers know our employees on a
personal basis and that's how we'll continue to do business. There are no
plans to make any changes in existing personnel; on the contrary, we hope
to create more job opportunities as we continue to grow with Enterprise,"
said Paul Clendening, President of First Commercial Bank.
Commercial Guaranty was founded in 1996 as a commercial bank holding
company serving business owners and entrepreneurs in the Greater Kansas
City Metropolitan area and now has over $125 million in assets and 270
shareholders. First Commercial has experienced significant growth over the
past four years, primarily in the area of commercial lending. First
Commercial Bank is headquartered in Overland Park, Kansas and has three
branch offices in Humboldt, Chanute and Iola, Kansas.
Enterprise was founded in 1988, and now has bank locations in Clayton,
St. Peters and Sunset Hills, Missouri. Enterprise Bank offers businesses,
their owners and entrepreneurs a full line of services ranging from
traditional loans and deposits to Internet banking. Enterprise also offers
financial consulting and comprehensive trust services through Enterprise
Financial Advisors and Enterprise Trust. Merchant Banking activities
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are offered through Enterbank's affiliate, Enterprise Merchant Banc,
located in Overland Park, Kansas. Enterbank now has almost $500 million in
assets and, with the acquisition of Commercial Guaranty, Enterbank will
operate as a $600+ million bank holding company with nearly 200 employees
and seven banking offices in Missouri and Kansas.
This joint release includes forward-looking statements which is subject to
the "safe harbor" created by Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. These forward looking statements (which involve each company's
plans, beliefs and goals, refer to estimates or use similar terms) involve
certain risks and uncertainties that could cause actual results to differ
materially from those in the forward-looking statements. Such risks and
uncertainties include, but are not limited to, the following factors: the
effect that changes in interest rates and the cost of funds has on earnings
and assets; the level of loan defaults and delinquencies; the ability to
successfully grow and realize profits from commercial banking operations
and strategic non-banking lines of business; concentrations of loans in two
geographic areas; the ability to retain key personnel; the degree and
nature of competition; changes in government regulation of our businesses;
environmental liabilities associated with foreclosures and the effect of
the Year 2000 problem on us and those entities with which we do business.
Enterbank and Commercial Guaranty undertake no obligation to revise or
publicly release the results of any revision to these forward looking
statements by Enterbank. Readers should carefully review the risk factors
described in other documents published and/or filed with the Securities and
Exchange Commission ("SEC").
(Note: A registration statement relating to the Enterbank shares to be
issued in the Merger will be filed with the SEC. Common stock may not be
exchanged, nor may offers to exchange be accepted, prior to the time the
registration statement becomes effective. This press release shall not
constitute an offer to exchange or the solicitation of an offer to exchange
the common stock, nor shall there be any exchange of the common stock in
any state in which such offer, solicitation or exchange would be unlawful
prior to registration or qualification under the securities laws of any
such state. The Enterbank common stock to be exchanged for Commercial
Guaranty shares will be offered only by means of a prospectus filed with
the SEC.)
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For additional information or questions please contact:
Fred H. Eller James C. Wagner
President, Chief Executive Officer Chief Financial Officer
Enterbank Holdings, Inc. Enterbank Holdings, Inc.
150 North Meramec 150 North Meramec
Clayton, Missouri 63105 Clayton, Missouri 63105
Phone:(314) 725-5500 Phone:(314) 725-5500
Fax:(314) 727-3239 Fax:(314) 727-3239
