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) MAY 10, 2000
EXCHANGE NATIONAL BANCSHARES, INC.
(Exact name of Registrant as specified in its charter)
Missouri 0-23636 43-1626350
(State or other (Commission (I.R.S. Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
132 East High Street, Jefferson City, Missouri 65101
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (573)761-6100
________________________________________________________________
(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS
At the annual shareholders meeting of Exchange National
Bancshares, Inc. held on May 10, 2000, our Company's shareholders
approved an amendment to our Company's articles of incorporation.
This amendment increased the total number of authorized shares of
our Company's capital stock from 1,500,000 shares to 16,000,000
shares and increased the number of authorized shares of common
stock, $1.00 par value, from 1,500,000 shares to 15,000,000
shares and authorized 1,000,000 shares of preferred stock, $0.01
par value. This amendment was included in the articles of
amendment recently filed with the office of the Missouri
Secretary of State. A copy of our Company's articles of
incorporation, as amended to date, is attached hereto as Exhibits
4.1 and 4.1.1 and is incorporated herein by reference.
On May 24, 2000, the Board of Directors of Exchange
National Bancshares, Inc. (the "Company") authorized a 2-for-1
stock split of the Company's common stock in the form of a stock
dividend. In this regard, each shareholder of record on June 5,
2000 will receive one additional share of common stock for each
share held on that date.
On May 24, 2000, the Directors of the Company declared
a dividend distribution of one right (a "Right") for each share
of common stock, par value $1.00 per share (the "Common Stock"),
of the Company outstanding at the close of business on June 5,
2000 (the "Record Date"), pursuant to the terms of a Rights
Agreement, dated as of May 24, 2000 (the "Rights Agreement"),
between the Company and The Exchange National Bank of Jefferson
City, as Rights Agent. The Rights Agreement also provides,
subject to specified exceptions and limitations, that Common
Stock issued after the Record Date will be entitled to and
accompanied by Rights. The Rights are in all respects subject to
and governed by the provisions of the Rights Agreement, a copy of
which (including all exhibits thereto) is filed as Exhibit 4.2
hereto and incorporated herein by this reference. A summary
description of the Rights is set forth in Exhibit C to the Rights
Agreement. The foregoing discussion does not purport to be
complete and is qualified in its entirety by reference to such
Exhibit.
The Company has issued a press release (a copy of which
is attached hereto as Exhibit 99.2 and is incorporated herein by
reference) announcing the 2-for-1 stock split and the adoption of
the Rights Agreement.
ITEM 7. FINANCIAL STATEMENTS AND OTHER EXHIBITS.
EXHIBIT NO. DESCRIPTION
Exhibit 4.1 Articles of Incorporation of the
Company.
Exhibit 4.1.1 Articles of Amendment of Articles of
Incorporation of the Company.
Exhibit 4.2 Rights Agreement (including a Form of
Certificate of Designation for Series A
Preferred Stock as Exhibit A thereto, a
Form of Right Certificate as Exhibit B
thereto and a Summary of Rights to
Purchase Preferred Shares as Exhibit C
thereto).
Exhibit 99.1 Form of letter to stockholders
announcing the 2-for-1 stock split and
the adoption of Rights Agreement and
distribution of Rights.
Exhibit 99.2 Press release announcing the 2-for-1
stock split and the adoption of Rights
Agreement and distribution of Rights.
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.
Date: May 24, 2000 By: /s/ Donald L. Campbell
Donald L. Campbell
Chairman of the Board
EXHIBIT INDEX
Exhibit 4.1 Articles of Incorporation of the Company.
Exhibit 4.1.1 Articles of Amendment of Articles of
Incorporation of the Company.
Exhibit 4.2 Rights Agreement (including a Form of
Certificate of Designation for Series A
Preferred Stock as Exhibit A thereto, a Form
of Right Certificate as Exhibit B thereto and
a Summary of Rights to Purchase Preferred
Shares as Exhibit C thereto).
Exhibit 99.1 Form of letter to stockholders announcing the
2-for-1 stock split and the adoption of
Rights Agreement and distribution of Rights.
Exhibit 99.2 Press release announcing the 2-for-1 stock
split and the adoption of Rights Agreement
and distribution of Rights.