SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) MAY 4, 2000
EXCHANGE NATIONAL BANCSHARES, INC.
(Exact name of Registrant as specified in its charter)
Missouri 0-23636 43-1626350
(State or other Jurisdiction (Commission (I.R.S. Employer
Incorporation) File Number) Identification
No.)
132 East High Street, Jefferson City, Missouri 65101
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (573)761-6100
________________________________________________________________
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
On May 4, 2000, the Registrant completed its
acquisition of Calhoun Bancshares, Inc., a Missouri corporation,
and Calhoun Bancshares' wholly-owned subsidiary, Citizens State
Bank of Calhoun, a Missouri state bank, pursuant to an
Acquisition Agreement, dated September 14, 1999.
Promptly following the acquisition of Calhoun
Bancshares, Calhoun Bancshares was dissolved. In addition,
Citizens State Bank was merged into Union State Bank & Trust, a
wholly owned subsidiary of the Registrant. The surviving
depository institution of this merger was renamed "Citizens Union
State Bank & Trust".
At the closing of the acquisition, the Registrant paid
to the shareholders of Calhoun Bancshares consideration totaling
approximately $14,480,000 in exchange for all issued and
outstanding shares of the common stock of Calhoun Bancshares.
The Registrant funded approximately $2,480,000 of the acquisition
consideration from the Registrant's own funds and the remaining
$12,000,000 from a loan provided to the Registrant by an
unaffiliated bank.
Immediately prior to the acquisition, Citizens State
Bank engaged in a general banking business, accepting funds for
deposit, making loans and performing the other usual and
customary banking services. Citizens State Bank had a principal
banking facility located in Clinton, Missouri and one other
banking facility located in Calhoun, Missouri. As of December
31, 1999, Citizens State Bank had total assets of approximately
$70,213,000. Citizens Union State Bank & Trust, will continue to
engage in the general banking business formerly engaged in by
Union State Bank & Trust and Citizens State Bank prior to the
acquisition. Citizens Union State Bank & Trust has retained both
of the banking facilities formerly owned by Citizens State Bank.
The summary of the Acquisition Agreement mentioned
above is not complete and is qualified in its entirety by
reference to the complete text of such document, which is
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND OTHER EXHIBITS.
EXHIBIT NO. DESCRIPTION
Exhibit 2.1 Acquisition Agreement, dated as of September
14, 1999, by and among Exchange National
Bancshares, Inc., USBT Acquisition Company,
Inc., Calhoun Bancshares, Inc., Citizens
State Bank of Calhoun and certain
shareholders of Calhoun Bancshares, Inc.
(filed as Exhibit 2.1 to the Registrant's
Current Report on Form 8-K dated November 5,
1999, and incorporated herein by reference).
Exhibit 99.1 Press Release issued by Exchange National
Bancshares, Inc. on May 9, 2000.
Exhibit 99.2 Press Release issued by Exchange National
Bancshares, Inc. on September 29, 1999 (filed
as Exhibit 99.1 to the Registrant's
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Current Report on Form 8-K dated
November 5, 1999, and incorporated herein by
reference).
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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.
EXCHANGE NATIONAL BANCSHARES, INC.
Date: May 17, 2000 By: /s/ Donald L. Campbell
Donald L. Campbell
Chairman of the Board
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EXHIBIT INDEX
Exhibit 2.1 Acquisition Agreement, dated as of September 14,
1999, by and among Exchange National Bancshares,
Inc., USBT Acquisition Company, Inc., Calhoun
Bancshares, Inc., Citizens State Bank of Calhoun
and certain shareholders of Calhoun Bancshares,
Inc. (filed as Exhibit 2.1 to the Registrant's
Current Report on Form 8-K dated November 5, 1999,
and incorporated herein by reference).
Exhibit 99.1 Press Release issued by Exchange National
Bancshares, Inc. on May 9, 2000.
Exhibit 99.2 Press Release issued by Exchange National
Bancshares, Inc. on September 29, 1999 (filed as
Exhibit 99.1 to the Registrant's Current Report on
Form 8-K dated November 5, 1999, and incorporated
herein by reference).
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EXHIBIT 99.1
For Immediate Release Contact: Kathleen Bruegenhemke
Senior Vice President, Investor Relations
TEL: 573.761.6100 FAX: 573.761.6272
EXCHANGE NATIONAL BANCSHARES, INC.
OF JEFFERSON CITY, MISSOURI, ACQUIRES
CITIZENS STATE BANK OF CALHOUN
JEFFERSON CITY, MO, May 9, 2000 - On May 4, 2000,
Exchange National Bancshares, Inc. (OTC: EXJF) acquired Citizens
State Bank of Calhoun, a Missouri state-chartered bank with total
assets of approximately $70 million. The acquisition was
accomplished by merging Citizens State Bank into Union State Bank
& Trust of Clinton, a subsidiary of Exchange National Bancshares.
The merged depository institution has been renamed "Citizens
Union State Bank & Trust." In the acquisition, the shareholders
of Calhoun Bancshares, Inc. (the parent company of Citizens State
Bank) were paid approximately $14 million in cash for their
shares.
The acquisition and merger were announced today by
Donald L. Campbell, Chairman of the Board and CEO of Exchange
National Bancshares, Inc. "The acquisition of Citizens State
Bank fits well within our strategy to expand our base in and near
existing markets where we can do so through the acquisition of
quality, well managed banks," Mr. Campbell said. "We are
particularly enthused about adding the fine staff of the Citizens
State Bank to that of Union State Bank & Trust to create a strong
locally managed bank for the benefit of the communities we
serve."
Prior to the merger, Union State Bank & Trust had four
facilities in Clinton, Missouri, one facility in Osceola,
Missouri, and one facility in Collins, Missouri. Citizens State
Bank had one facility in Clinton and one facility in Calhoun,
Missouri.
Upon the consummation of the merger, James E. Smith was
named Chairman of the Board and Chief Executive Officer of
Citizens Union State Bank & Trust and Robert Wheeler was named
its President. Prior to the merger, Mr. Wheeler served as
President of Citizens State Bank. The Board of Directors of
Citizens Union State Bank & Trust will consist of individuals who
were members of the Board of Directors of Union State Bank &
Trust or Citizens State Bank prior to the merger.
Exchange National Bancshares, a bank holding company
headquartered in Jefferson City, Missouri, is the parent company
of Citizens Union State Bank & Trust, The Exchange National Bank
of Jefferson City and Osage Valley Bank. As of March 31, 2000,
Exchange National Bancshares had total consolidated assets of
approximately $545 million, total deposits of approximately $430
million and total shareholders equity of approximately $57
million.
Statements made in this press release that suggest Exchange
National Bancshares' or management's intentions, hopes, beliefs,
expectations, or predictions of the future include "forward-
looking statements" within the meaning of Section 21E of the
Securities and Exchange Act of 1934, as amended. It is important
to note that actual results could differ materially from those
projected in such forward-looking statements. Additional
information concerning factors that could cause actual results to
differ materially from those projected in such forward-looking
statements is contained from time to time in the company's
quarterly and annual reports filed with the Securities and
Exchange Commission.
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