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): June 30, 2003 (June 23, 2003)
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ENTERPRISE BANCORP, INC.
(exact name of registrant as specified in charter)
Massachusetts 0-21021 04-3308902
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
222 Merrimack Street 01852
Lowell, Massachusetts (Zip Code)
(address of principal office)
(978) 459-9000
(Registrant's telephone number, including area code)
Item 5. Other Events
Effective June 23, 2003, the Registrant's banking subsidiary,
Enterprise Bank and Trust Company ("EBTC"), along with EBTC's real
estate investment trust subsidiary, Enterprise Realty Trust, Inc.
("ERT"), has entered into a settlement agreement (the "Settlement
Agreement") with the Commissioner of the Massachusetts Department of
Revenue. The Settlement Agreement sets forth the terms of the
settlement of the dispute between EBTC and the Department of Revenue
(the "DOR") regarding the taxation of income earned by a bank's real
estate investment trust subsidiary and paid as dividends to the bank
under applicable Massachusetts tax law. Further details regarding
this dispute are contained in Item 7 of the Registrant's Annual
Report on Form 10-K for the year ended December 31, 2002 under the
heading "Massachusetts Department of Revenue Tax Dispute".
EBTC was one of approximately 60 banking institutions involved
in this dispute with the DOR. The substantial majority of these
institutions have also settled with the DOR. All of these
settlements are on the same terms as the settlement reached with the
DOR by EBTC. Pursuant to the terms of the Settlement Agreement, EBTC
paid to the Commonwealth of Massachusetts on June 23, 2003 an amount
equal to 50% of the additional tax that the DOR had assessed against
EBTC for the tax years ended December 31, 1999, 2000 and 2001 plus
applicable interest accrued through the date of such payment. Under
the Settlement Agreement, EBTC also agreed to pay an amount equal to
50% of the additional tax that the DOR sought to impose with respect
to EBTC's tax year ended December 31, 2002. Further details
regarding the amounts of the additional taxes that the DOR had
sought to impose for these prior tax years is also contained in that
section of the Registrant's Annual Report on Form 10-K referred to
in the last sentence of the preceding paragraph.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Not applicable
(b) Not applicable
(c) The following exhibit is included with this report:
Exhibit 99 Letter to stockholders dated June 30, 2003
Item 9. Regulation FD Disclosure
The Registrant previously recorded in its first quarter ended
March 31, 2003 a one-time income tax expense of $1.9 million to
account for the maximum additional income tax expense, net of
federal income tax benefit and deferred tax asset, that EBTC could
have incurred in connection with its dispute with the DOR. As a
result of the terms of the Settlement Agreement, as described above
in Item 5 of this report, the one-time income tax expense to EBTC
with respect to its tax years ended December 31, 1999, 2000, 2001
and 2002 will be approximately $1.075 million, net of federal income
tax benefit and deferred tax asset, which is $825,000 less than EBTC
previously reserved for. Consequently, the Registrant will record a
one-time credit to earnings for its second quarter ending June 30,
2003 in the amount of $825,000.
As a result of this one-time credit to earnings, the
Registrant has provided revised guidance as to its expected earnings
for the year ending December 31, 2003. This revised guidance was
contained in a letter to the Registrant's stockholders, which was
first mailed on or about June 30, 2003. A copy of this letter is
included as Exhibit 99 to this report.
[Remainder of Page Intentionally Blank]
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.
ENTERPRISE BANCORP, INC.
Date: June 30, 2003 By: /s/ John P. Clancy, Jr.
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John P. Clancy, Jr.
President and Treasurer
(Principal Financial Officer)