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 16, 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 incorporation) File Number) Identification No.)
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
ACQUISITION OF CNS BANCORP, INC. AND CITY NATIONAL
SAVINGS BANK, FSB. On June 16, 2000, the Registrant, Exchange
National Bancshares, Inc., completed its acquisition of CNS
Bancorp, Inc., a Delaware corporation and savings and loan
holding company, and City National Savings Bank, FSB, a federal
savings association and wholly-owned subsidiary of CNS Bancorp.
Pursuant to an Agreement and Plan of Merger, dated
October 27, 1999, which agreement is identified as Exhibit 2.1
hereto and is incorporated herein by reference, CNS Bancorp was
merged with and into ENB Holdings, Inc., a Missouri corporation
and wholly-owned subsidiary of the Registrant, with ENB Holdings
continuing as the surviving corporation. In addition, City
National Savings Bank was merged with and into The Exchange
National Bank of Jefferson City, a national banking association
that is a wholly owned subsidiary of the Registrant, with
Exchange National Bank continuing as the surviving depository
institution of this merger.
As a result of the acquisition, the former shareholders
of CNS Bancorp are entitled to receive $8.80 in cash and 0.30 of
a share of the Registrant's common stock for each share of CNS
Bancorp common stock held at the effective time of the merger.
At the time of the merger, the merger consideration had a total
value of approximately $25,771,860, which includes approximately
$12,740,000 in cash and approximately 425,000 shares of the
Registrant's common stock paid to the former shareholders of CNS
Bancorp and includes approximately $281,860 in cash paid to the
former holders of CNS Bancorp stock options. The Registrant
funded 100% of the cash merger consideration from the
Registrant's own funds.
Immediately prior to the acquisition, City National
Savings Bank engaged in a general banking business, accepting
funds for deposit, making loans and performing the other usual
and customary banking services. City National Savings Bank had
three banking facilities located in Jefferson City, Missouri, one
banking facility located in California, Missouri, one other
banking facility located in Tipton, Missouri, and one banking
facility located in St. Roberts, Missouri. As of May 31, 2000,
City National Savings Bank had total assets of approximately
$86,963,000. Exchange National Bank will continue to engage in
the general banking business formerly engaged in by City National
Savings Bank prior to the acquisition. Exchange National Bank
intends to close two of the banking facilities formerly owned by
City National Savings Bank that are located in Jefferson City.
The summary of the Agreement and Plan of Merger
mentioned above is not complete and is qualified in its entirety
by reference to the complete text of such document, which is
incorporated herein by reference.
EXCHANGE NATIONAL BANCSHARES STOCK APPROVED FOR QUOTATION
ON THE NASDAQ NATIONAL MARKET. Effective June 19, 2000, the
Registrant's common stock was approved for quotation on the Nasdaq
National Market under the symbol "EXJF", and trading in the stock
was authorized to begin on Nasdaq on that date.
ITEM 7. FINANCIAL STATEMENTS AND OTHER EXHIBITS.
EXHIBIT NO. DESCRIPTION
Exhibit 2.1 Agreement and Plan of Merger, dated as of
October 27, 1999, by and among Exchange
National Bancshares, Inc., ENB Holdings, Inc.
and CNS Bancorp, Inc. (filed as Exhibit 2.1
to the Registrant's Current Report on Form 8-
K, dated October 27, 1999, and incorporated
herein by reference).
Exhibit 99.1 Press Release issued by Exchange National
Bancshares, Inc. on June 16, 2000.
Exhibit 99.2 Press Release issued by Exchange National
Bancshares, Inc. on October 27, 1999 (filed
as Exhibit 99.1 to the Registrant's Current
Report on Form 8-K, dated October 27, 1999,
and incorporated herein by reference).
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: June 23, 2000 By: /s/ Donald L. Campbell
Donald L. Campbell
Chairman of the Board and
President
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
Exhibit 2.1 Agreement and Plan of Merger, dated as of
October 27, 1999, by and among Exchange
National Bancshares, Inc., ENB Holdings, Inc.
and CNS Bancorp, Inc. (filed as Exhibit 2.1
to the Registrant's Current Report on Form 8-
K, dated October 27, 1999, and incorporated
herein by reference).
Exhibit 99.1 Press Release issued by Exchange National
Bancshares, Inc. on June 16, 2000.
Exhibit 99.2 Press Release issued by Exchange National
Bancshares, Inc. on October 27, 1999 (filed
as Exhibit 99.1 to the Registrant's Current
Report on Form 8-K, dated October 27, 1999,
and incorporated herein by reference).