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): July 26, 1996
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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)
(508) 459-9000
(Registrant's telephone number, including area code)
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Item 2. Acquisition or Disposition of Assets.
On July 26, 1996, Enterprise Bancorp, Inc., a Massachusetts corporation
(the "Company"), which was organized by Enterprise Bank and Trust Company, a
Massachusetts trust company (the "Bank"), for the purpose of reorganizing the
Bank into a holding company structure, acquired 100% of the outstanding shares
of the Bank's common stock, par value $1.00 per share, in a 1:1 exchange for
shares of the Company's common stock, par value $.01 per share (the "Company
Common Stock"). Upon the effectiveness of such share-for-share exchange (the
"Reorganization"), the Bank became the wholly-owned subsidiary of the Company
and the Bank's former stockholders became the stockholders of the Company. The
Reorganization was consummated in accordance with the terms of a certain
Agreement and Plan of Reorganization dated as of February 29, 1996 between the
Bank and the Company.
Item 7. Financial Statements, Pro Forma Financial Information, and Exhibits.
(a) Financial Statements
The financial statements contained in the Bank's Annual Report on Form F-2 for
the year ended December 31, 1995 and Quarterly Report on Form F-4 for the three
months ended March 31, 1996, as previously filed by the Bank with the Federal
Deposit Insurance Corporation under Section 13 of the Exchange Act and included
as Exhibits 99.3 and 99.5, respectively, to the Company's Registration Statement
on Form 8-A, are incorporated herein and made a part hereof by this reference.
(b) Pro Forma Financial Information
The following unaudited pro forma financial information has
been prepared to reflect the July 26, 1996 acquisition of the
Bank by the Company using pooling of interests accounting and
as if it had been consummated as of March 31, 1996. As the
Company had no material assets or operations prior to
consummation of the Reorganization described in Item 2, the
pro forma information demonstrating the balance sheet as of
March 31, 1996 and income statements as of December 31, 1995
and March 31, 1996 of the Company as if the Reorganization had
occurred as of January 1, 1995 are substantially the same as
those of the Bank described in Item 7(a) above with the
exception of the following pro forma adjustments. The pro
forma adjustments result from (i) the one for one exchange of
shares of the Company Common Stock, $0.01 par value per share,
for shares of the common stock of the Bank, $1.00 par value
per share, and (ii) the repurchase of 100 shares of the
Company Common Stock from the Bank at par value. The following
shows the impact of these pro forma adjustments to the
stockholders' equity of the Company at March 31, 1996:
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Bank
Historical Company
Financial Historical Pro Forma Pro Forma
Information Financial Information Adjustments Consolidated
- ----------------------------------------------------------------------------------------------------------------------
Stockholders' Equity
Common Stock $1,575,917 $ -- ($1,560,158) $15,759
Additional Paid-In
Capital $13,913,600 50,000 1,560,158 15,523,758
Retained Earnings $3,795,307 -- (50,000) 3,745,307
Unrealized Gain/Loss
on Investment Securities
Available for Sale, Net of
Tax Effect (507,832) -- -- (507,832)
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Total: $18,776,992 $50,000 ($50,000) $18,776,992
There are no other pro forma adjustments as a result of the Reorganization that
would result in differences between the pro forma financial statements of the
Company and the consolidated financial statements of the Bank described in Item
7(a) above.
(c) Exhibits
(2) Agreement and Plan of Reorganization dated as of
February 29, 1996 between the Company and the Bank,
incorporated herein by reference from Appendix A to
the Proxy Statement-Prospectus included as Exhibit
99.4 to the Company's Registration Statement on Form
8-A.
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Signatures
Under 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: July 31, 1996
By: /s/ George L. Duncan
George L. Duncan
Chairman and Chief Executive Officer