UNITED STATES
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
May 2, 2005
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Date of Report (Date of earliest event reported)
EXCHANGE NATIONAL BANCSHARES, INC.
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(Exact name of registrant as specified in its charter)
Missouri 0-23636 43-1626350
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(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation) Identification Number)
132 East High Street, Jefferson City, MO 65101
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(Address of principal executive offices) (Zip Code)
(573) 761-6100
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Registrant's telephone number, including area code
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
On May 2, 2005, our Company, Exchange National Bancshares, Inc.,
completed its acquisition of 100% of the outstanding capital stock of Bank 10, a
Missouri state bank with offices in the Missouri communities of Belton, Drexel,
Harrisonville, Independence and Raymore. The press release that our Company used
to announce the completion of this acquisition is attached to this report as
Exhibit 99.1 and is incorporated herein by reference.
The terms and conditions of the acquisition were provided in an
Acquisition Agreement dated January 28, 2005 among our Company, Drexel
Bancshares, Inc., and certain other persons and entities, which Acquisition
Agreement was amended by an Agreement Altering Transaction Structure dated
February 28, 2005 between our Company, Drexel Bancshares and the representative
for the shareholders of Drexel Bancshares. A copy of the Acquisition Agreement
was attached as Exhibit 2.1 to our Company's Current Report on Form 8-K dated
February 28, 2005 and is incorporated herein by reference. A copy of the
Agreement Altering Transaction Structure was attached as Exhibit 2.1.1 to our
Company's Current Report on Form 8-K dated February 28, 2005 and is incorporated
herein by reference.
Under the terms of the Acquisition Agreement, as amended by an
Agreement Altering Transaction Structure, the purchase price payable to Drexel
Bancshares, Inc. for the outstanding capital stock of Bank 10 was an amount in
cash equal to $32,862,000, plus (or minus) any amount by which the book value of
Bank 10 as of the business day preceding the closing date was greater (or less)
than $13,144,800, subject to further adjustments to eliminate any unrealized
gain or loss in Bank 10's investment portfolio and to cause Bank 10's reserve
for loan losses to be at least 1.1% of the amount of its outstanding loans. In
applying these terms at the transaction closing, the purchase price for all of
the outstanding shares of Bank 10's common stock was determined to be
approximately $33,988,000. This amount was paid by our Company to Drexel
Bancshares in cash at the May 2, 2005 transaction closing.
The foregoing description of our Company's acquisition of Bank 10 does
not purport to be complete and is qualified in its entirety by reference to the
full text of the Acquisition Agreement and the Agreement Altering Transaction
Structure referred to above, each of which was previously filed with our
Company's Current Report on Form 8-K dated February 28, 2005.
Statements made in this report, including the exhibits hereto, that
suggest our Company's or our management's intentions, hopes, beliefs,
expectations, or predictions of the future constitute "forward-looking
statements" within the meaning of Section 21E of the Securities and Exchange Act
of 1934, as amended, and include statements suggesting that the acquisition
would be accretive to our Company's earnings per share. It is important to note
that actual results could differ materially from those projected in such
forward-looking statements. Factors that may cause actual results to differ
materially from those contemplated by such forward looking statements include,
among other things, the following possibilities: (i) revenues following the
acquisition may be lower than expected; (ii) competitive pressure among
depository institutions may increase significantly; (iii) costs related to the
integration of Bank 10 may be greater than expected; (iv) changes in the
interest rate environment may reduce interest margins; and (v) general economic
conditions, either nationally or in our market, may be less favorable than
expected. 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 Exchange's quarterly and annual
reports filed with the Securities and Exchange Commission.
ITEM 9.01. FINANCIAL STATEMENTS AND OTHER EXHIBITS
(a) Financial Statements of Business Acquired
The financial statements required by Item 9.01(a) of Form 8-K will be
filed by amendment within 71 calendar days after the date upon which this report
on Form 8-K must be filed.
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(b) Pro Forma Financial Information
The pro forma financial statements required by Item 9.01(b) of Form 8-K
will be filed by amendment within 71 calendar days after the date upon which
this report on Form 8-K must be filed.
(c) Exhibits
Exhibit No. Description
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2.1 Acquisition Agreement, dated January 28,
2005 among Exchange National Bancshares,
Inc., 2005 Acquisition Company, Inc.,
Drexel Bancshares, Inc., and the
shareholders of Drexel Bancshares, Inc.
(filed as Exhibit 2.1 to our Company's
Current Report on Form 8-K dated February
28, 2005 and incorporated herein by
reference).
2.1.1 Agreement Altering Transaction Structure,
dated February 28, 2005, among Exchange
National Bancshares, Inc., Drexel
Bancshares, Inc., and the shareholder
representative of the shareholders of
Drexel Bancshares, Inc. (filed as Exhibit
2.1.1 to our Company's Current Report on
Form 8-K dated February 28, 2005 and
incorporated herein by reference).
99.1 Press Release of Exchange National
Bancshares, Inc. dated May 2, 2005.
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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.
Dated: May 2, 2005
By: James E. Smith
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James E. Smith
Chairman & CEO
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EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release of Exchange National Bancshares, Inc.
dated May 2, 2005.
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