-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Mwbz+x7yuaAl1Lo8il9dpyiiUegjCcvwbYa64tPZ+Zrk7ZvcRT9IIUGbuuxgNsQu fAaZODl/xxG5uC38TVNPAA== /in/edgar/work/20000628/0000950124-00-003987/0000950124-00-003987.txt : 20000920 0000950124-00-003987.hdr.sgml : 20000920 ACCESSION NUMBER: 0000950124-00-003987 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20000623 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000628 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENTERBANK HOLDINGS INC CENTRAL INDEX KEY: 0001025835 STANDARD INDUSTRIAL CLASSIFICATION: [6022 ] IRS NUMBER: 431706259 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-15373 FILM NUMBER: 663530 BUSINESS ADDRESS: STREET 1: 150 NORTH MERAMEC STREET 2: P O BOX 16020 CITY: CLAYTON STATE: MO ZIP: 63105 BUSINESS PHONE: 3147255500 MAIL ADDRESS: STREET 1: 150 NORTH MERAMEC STREET 2: P O BOX 16020 CITY: CLAYTON STATE: MO ZIP: 63105 8-K 1 e8-k.txt FORM 8-K 1 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 JUNE 28, 2000 ------------- Date of report (Date of earliest event reported) ENTERBANK HOLDINGS, INC. ------------------------ (Exact Name of Registrant as Specified in its Charter) DELAWARE -------- (State or Other Jurisdiction of Incorporation) 000-24131 43-1706259 --------- ----------- (Commission File Number) (IRS Employer Identification No.) 150 N. MERAMEC, ST. LOUIS, MISSOURI 63105 - ----------------------------------- ----- (Address of Principal Executive Offices) (Zip Code) (314) 725-5500 -------------- (Registrant's Telephone Number, Including Area Code) N/A --- (Former Name or Former Address, if Changed Since Last Report) 2 ENTERBANK HOLDINGS, INC. FORM 8-K ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS On June 23, 2000, Registrant acquired Commercial Guaranty Bancshares, Inc., a Kansas corporation ("CGB"), in a merger transaction by a subsidiary of Registrant for approximately 1,793,294 shares of Registrant's Common Stock pursuant to an Agreement and Plan of Merger dated January 5, 2000. The purchase price was determined by arm's length negotiations between the parties. CGB is a bank holding company whose subsidiary, First Commercial Bank, N.A., operates in four locations in the state of Kansas. Registrant presently intends to continue operating the CGB business. Other than in connection with the merger, CGB has not had any material relationship with Registrant or any of its affiliates, any director or officer of Registrant or any associate of any such director or officer. For more information concerning CGB and the acquisition transaction, reference is made to pages 25 through 91 of the Joint Proxy Statement/Prospectus included in Registrant's Registration Statement on Form S-4 (File No. 333-35744). ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial statements of businesses acquired. (i) Financial statements of CGB, together with the related Independent Auditors' Report, are incorporated herein by reference to the Registrant's Registration Statement on Form S-4 filed with the Securities and Exchange Commission on April 27, 2000 (File No. 333-35744). (b) Pro forma financial information. (i) Unaudited Pro Forma Condensed Combined Statement of Financial Information for the year ended December 31, 1999, including notes thereto, are incorporated herein by reference to the Registrant's Registration Statement on Form S-4 filed with the Securities and Exchange Commission on April 27, 2000 (File No. 333-35744). (ii) Unaudited Pro Forma Condensed Combined Balance Sheet as of December 31, 1999, including notes thereto, are incorporated herein by reference to the Registrant's Registration Statement on Form S-4 filed with the Securities and Exchange Commission on April 27, 2000 (File No. 333-35744). (c) Exhibits. See Exhibit Index attached hereto and incorporated herein by reference. 3 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: June 23, 2000 By: /s/ Fred H. Eller ----------------------------------- Fred H. Eller, Chief Executive Officer 4 EXHIBIT INDEX EXHIBIT NO. EXHIBIT 1. Omitted - inapplicable. 2.1. Agreement and Plan of Merger dated as of January 5, 2000, between Registrant and CGB (incorporated herein by reference to Exhibit 2.1 on the Registrant's Registration Statement on Form S-4 filed with the Securities and Exchange Commission on April 27, 2000 (File No. 333-35744)). 2.2. Amendment to Agreement and Plan of Merger dated as of March 14, 2000, between Registrant and CGB (incorporated herein by reference to Exhibit 2.2 on the Registrant's Registration Statement on Form S-4 filed with the Securities and Exchange Commission on April 27, 2000 (File No. 333-35744)). 4. Omitted - inapplicable. 16. Omitted - inapplicable. 17. Omitted - inapplicable. 20. Omitted - inapplicable. 23. Consent of Deloitte & Touche LLP. 24. Omitted - inapplicable. 99. Registrant's Press Release issued June 23, 2000. EX-23 2 ex23.txt CONSENT OF DELOITTE & TOUCHE LLP 1 EXHIBIT 23 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in the Current Report on Form 8-K under the Securities Exchange Act of 1934 of Enterbank Holdings, Inc. dated June 28, 2000 of our report dated March 23, 2000 and contained in Registration Statement No. 333-35794 of Enterbank Holdings, Inc. on Form S-4 under the Securities Act of 1933 insofar as such report relates to the consolidated financial statements of Commercial Guaranty Bancshares, Inc. for the year ended December 31, 1999. /s/ Deloitte & Touche LLP Kansas City, Missouri June 27, 2000 EX-99 3 ex99.txt REGISTRANT'S PRESS RELEASE 1 EXHIBIT 99 [Registrant's Press Release] 2 FOR IMMEDIATE RELEASE ENTERBANK HOLDINGS, INC. AND COMMERCIAL GUARANTY BANCSHARES, INC. CLOSE MERGER TRANSACTION ST. LOUIS, MISSOURI, JUNE 23, 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, announced the closing of a merger this afternoon pursuant to a merger agreement signed on January 5, 2000. The shareholders of both companies approved the transaction on June 20, 2000. Combined assets of the two companies reach approximately $645 million with nearly 200 employees and seven offices in both Missouri and Kansas. 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. Approximately 837,000 outstanding shares of common stock of Commercial Guaranty have each been converted into the right to receive 2.1429 Enterbank shares, and First Commercial Bank, N.A. has become an indirect subsidiary of Enterbank. The merger will be accounted for as a pooling of interests and is intended to qualify as a tax-free reorganization. "This partnership is a great opportunity for both companies to join forces and better serve the lifetime financial needs of privately held businesses and their owners in Missouri and Kansas," said Fred Eller. "Until now, we have served the Kansas market through our affiliation with Enterprise Merchant Banc. This partnership allows us to offer banking, financial consulting and comprehensive trust services with the expertise of a larger financial institution and personal service usually associated with smaller ones." "Enterprise and First Commercial are a great strategic fit." said Paul Clendening, President of First Commercial Bank. "Both companies put the customer's needs first and strive to provide the very best in customer service. We are very pleased to close this transaction and look forward to a long future with Enterprise." 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; and environmental liabilities associated with foreclosures. 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 3 carefully review the risk factors described in other documents published and/or filed with the Securities and Exchange Commission ("SEC"). ### 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 -----END PRIVACY-ENHANCED MESSAGE-----