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
February 28, 2005
Date of Report (Date of earliest event reported)
EXCHANGE NATIONAL BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
Missouri 0-23636 43-1626350
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification Number)
132 East High Street, Jefferson City, MO 65101
(Address of principal executive offices) (Zip Code)
(573) 761-6100
Registrant's telephone number, including area code
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(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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On February 28, 2005, our Company, Exchange National Bancshares, Inc.,
announced that it had entered into an agreement to acquire 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 execution of the agreement to acquire Bank 10 is attached to
this report as Exhibit 99.1 and is incorporated herein by reference. The terms
and conditions of the proposed acquisition are provided in an Acquisition
Agreement dated January 28, 2005 among our Company, Drexel Bancshares, Inc., the
sole shareholder of Bank 10, and certain other persons and entities, which
Acquisition Agreement is amended by an Agreement Altering Transaction Structure
dated February 28, 2005 between our Company, Drexel and the representative for
the Drexel shareholders. A copy of the Acquisition Agreement is attached to this
report as Exhibit 2.1 and is incorporated herein by reference. A copy of the
Agreement Altering Transaction Structure is attached to this report as Exhibit
2.1.1 and is incorporated herein by reference. The description of the
Acquisition Agreement, as amended by an Agreement Altering Transaction
Structure, contained in this report is qualified in its entirety by reference to
the full text of the Acquisition Agreement and the Agreement Altering
Transaction Structure.
As contemplated by the Acquisition Agreement, the proposed acquisition
initially was structured as a merger of Drexel into a wholly-owned subsidiary of
our Company that was formed for the purpose of effecting the acquisition. After
giving effect to this merger, Bank 10 would be the wholly-owned subsidiary of
the surviving corporation of the merger which in turn would be the wholly-owned
subsidiary of our Company. By entering into the Agreement Altering Transaction
Structure, the structure of the proposed acquisition was changed to one in which
our Company would purchase all of the outstanding shares of Bank 10's common
stock from Drexel. The purchase price payable to Drexel for Bank 10 would be
cash aggregating $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 is 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. Consummation of the proposed acquisition is subject to the receipt of all
requisite regulatory approvals and to the satisfaction of customary closing
conditions.
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 concerning the expected consummation of our acquisition
of Bank 10 and statements suggesting that the acquisition would be accretive to
our 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
(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.
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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.
99.1 Press Release of Exchange National Bancshares, Inc. dated February
28, 2005.
* * *
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: February 28, 2005
By: James E. Smith
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James E. Smith
Chairman and CEO
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EXHIBIT INDEX
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.
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.
99.1 Press Release of Exchange National Bancshares, Inc. dated February
28, 2005.
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