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) January 3, 2000
EXCHANGE NATIONAL BANCSHARES, INC.
(Exact name of Registrant as specified in its charter)
Missouri 0-23636 43-1626350
(State or other (Commission File Number) (I.R.S. Employer
Jurisdiction of Identification No.)
Incorporation)
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)
<PAGE>
ITEM 5. OTHER EVENTS
On January 3, 2000, the Registrant completed its
acquisition of Mid Central Bancorp, Inc., a Missouri corporation.
Mid-Central Bancorp is the parent holding company of Osage Valley
Bank, a Missouri bank.
Pursuant to an Acquisition Agreement, dated September
22, 1999, which agreement is incorporated herein by reference,
ENBMCB Acquisition Company, Inc., a Missouri corporation and
wholly-owned subsidiary of the Registrant, was merged with and
into Mid Central Bancorp, with Mid Central Bancorp continuing as
the surviving corporation. After giving effect to this merger,
Osage Valley Bank continues to be the wholly-owned subsidiary of
Mid Central Bancorp, which in turn is the wholly-owned subsidiary
of the Registrant.
The Acquisition Agreement relating to the Registrant's
acquisition of Mid Central Bancorp provided all shareholders of
Mid Central Bancorp with the opportunity to elect to receive cash
in exchange for their shares of Mid Central Bancorp common stock,
with one shareholder having the opportunity to receive a
combination of cash and a promissory note in exchange for his
shares of stock. The valuation method for the merger was
negotiated and agreed to by the parties to the Acquisition
Agreement. At the closing of the merger, the Registrant paid to
the shareholders of Mid Central Bancorp merger consideration
totaling approximately $8,565,000 in exchange for all issued and
outstanding shares of Mid Central Bancorp common stock.
Approximately $1,000,000 of the merger consideration was provided
in the form of a 27-month promissory note issued by the
Registrant to a single shareholder, with the balance of the
merger consideration being paid in cash. The Registrant funded
the cash portion of the merger consideration from the
Registrant's own funds, including the net proceeds from the
Registrant's December 1999 issuance of common stock to residents
of the state of Missouri.
Immediately prior to the merger, Mid Central Bancorp,
through its wholly-owned subsidiary, Osage Valley Bank, engaged
in a general banking business, accepting funds for deposit,
making loans and performing the other usual and customary banking
services. As of September 30, 1999, Osage Valley Bank had total
assets of approximately $51,987,000. Osage Valley Bank's
principal banking facility and its single branch are located in
Warsaw, Missouri. The Registrant, through Osage Valley Bank,
will continue to engage in the general banking business from the
facilities referred to above.
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 22, 1999, by and among
Exchange National Bancshares, Inc.,
ENBMCB Acquisition Company, Inc.,
Mid-Central Bancorp, Inc., and Osage
Valley Bank (filed as Exhibit 2.2 to the
Registrant's Current Report<PAGE> 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 January 3,
2000.
Exhibit 99.2 Press Release issued by Exchange
National Bancshares, Inc. on October 7,
1999 (filed as Exhibit 99.2 to the
Registrant's Current Report on Form 8-K
dated November 5, 1999, and incorporated
herein by reference).
<PAGE>
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: January 19, 2000 By: /s/ David T. Turner
Name: David T. Turner
Title: Vice Chairman of the Board
<PAGE>
EXHIBIT INDEX
Exhibit 2.1 Acquisition Agreement, dated as of September
22, 1999, by and among Exchange National
Bancshares, Inc., ENBMCB Acquisition Company,
Inc., Mid-Central Bancorp, Inc., and Osage
Valley Bank (filed as Exhibit 2.2 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 January 3, 2000.
Exhibit 99.2 Press Release issued by Exchange National
Bancshares, Inc. on October 7, 1999 (filed as
Exhibit 99.2 to the Registrant's Current
Report on Form 8-K dated November 5, 1999,
and incorporated herein by reference).
<PAGE>
Exhibit 99.1
For Immediate Release Contact: Kathleen Bruegenhemke
Senior Vice President, Investor Relations
(573) 761-6179
EXCHANGE NATIONAL BANCSHARES, INC.
OF JEFFERSON CITY, MISSOURI ACQUIRES
OSAGE VALLEY BANK OF WARSAW.
JEFFERSON CITY, MO.--Donald L. Campbell, Chairman and CEO of
Exchange National Bancshares, Inc., and Larry L. Beach, President
of Osage Valley Bank of Warsaw today (January 3, 2000) announced
the consummation of the acquisition of Mid-Central Bancorp, Inc.,
by Exchange National Bancshares, Inc.
Mid-Central Bancorp is a single-bank holding company that
owns Osage Valley Bank of Warsaw. Osage Valley Bank is a
community bank with approximately $55 million in assets as of
December 31, 1999 with two facilities in Warsaw.
"We're glad to welcome Osage Valley Bank to our
organization. It 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" said Donald Campbell.
He also stated that we are particularly enthused about the fine
staff of the Osage Valley Bank that will continue to serve their
customers as they have in the past.
In commenting on the proposal, Larry Beach, President of
Osage Valley Bank said "We feel the two organizations are a
perfect match and we are excited to unite with Exchange National
Bancshares as this will allow Osage Valley Bank to maintain its
strong community banking relationships."
Chairman Campbell stated that the bank will remain a
separate charter for the present time, and that Jim Smith,
current President and CEO of Union State Bank & Trust of Clinton
will assume responsibilities of President of Osage Valley Bank.
Larry Beach will remain Chairman of Osage Valley Bank.
Exchange National Bancshares, Inc., a multi bank holding
company, is the parent holding company of both the Exchange
National Bank of Jefferson City and Union State Bank and Trust of
Clinton.
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