UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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Reg. (S) 240.14a-101.
SEC 1913 (3-99)
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
ENTERBANK HOLDINGS, INC.
150 N. MERAMEC
CLAYTON, MISSOURI 63105
To be held on
April 25, 2001
To the Shareholders of Enterbank Holdings, Inc.:
Notice is hereby given that the Annual Meeting of Shareholders of Enterbank
Holdings, Inc. (the "Company") will be held at The University Club, 1034 South
Brentwood Boulevard, St. Louis, Missouri 63117, on Wednesday, April 25, 2001, at
4:00 p.m., for the following purposes:
1. To elect Seventeen (17) directors to hold office until the next
Annual Meeting of Shareholders or until their successors are
elected and have qualified.
2. To consider and act upon ratification of the selection of KPMG
LLP as independent accountants for the year ending December 31,
2001.
3. To transact such other business as may properly come before the
meeting or any adjournment or postponement thereof.
The Board of Directors has fixed the close of business on March 7, 2001, as the
record date for the determination of shareholders entitled to notice of and to
vote at the meeting.
By Order of the Board of Directors,
/s/James C. Wagner, Secretary
James C. Wagner, Secretary
Clayton, Missouri
March 26, 2001
TO ASSURE YOUR REPRESENTATION AT THE MEETING, PLEASE SIGN, DATE AND RETURN YOUR
PROXY IN THE ENCLOSED ENVELOPE, WHETHER OR NOT YOU EXPECT TO ATTEND IN PERSON.
SHAREHOLDERS WHO ATTEND THE MEETING MAY REVOKE THEIR PROXIES AND VOTE IN PERSON
IF THEY DESIRE.
PROXY STATEMENT
ENTERBANK HOLDINGS, INC.
150 N. Meramec
Clayton, Missouri 63105
This Proxy Statement is furnished to the shareholders of Enterbank Holdings,
Inc. (the "Company") by the Board of Directors of the Company in connection with
the solicitation of proxies to be voted at the Annual Meeting of Shareholders to
be held at 4:00 p.m. on April 25, 2001, at The University Club, 1034 South
Brentwood Boulevard, St. Louis, Missouri 63117 or any adjournment or
postponement thereof. The cost of this solicitation will be borne by the
Company. The proxies are solicited by the Board of Directors of the Company. In
addition to solicitation by mail, officers, directors and employees of the
Company may solicit proxies by telephone, or in person. The Company may also
request banks and brokers to solicit their customers who have a beneficial
interest in the Company's common stock, par value $.01 (the "Common Stock"),
registered in the names of nominees and will reimburse such banks and brokers
for their reasonable out-of-pocket expenses. The mailing of this proxy statement
to shareholders of the Company commenced on or about March 26, 2001.
Only holders of Common Stock of record at the close of business on March 7, 2001
(the "Record Date") are entitled to notice and to vote at the meeting. On the
Record Date, the Company had outstanding and entitled to be voted 9,135,344
shares of Common Stock. The presence in person or by proxy of the holders of a
majority of the shares of Common Stock entitled to vote at the Annual Meeting of
Shareholders constitutes a quorum for the transaction of business. If a quorum
is not present at the time the Annual Meeting is convened, the Company may
adjourn or postpone the Annual Meeting. The shares represented by the enclosed
proxy will be voted if the proxy is properly signed and received prior to the
meeting.
Each holder of Common Stock is entitled to one vote for each share of Common
Stock held with respect to each matter to be voted upon; provided, however, that
cumulative voting shall be available for the election of directors. Under
cumulative voting, each shareholder is entitled to cast a number of votes equal
to the number of shares held by such shareholder multiplied by the total number
of directors to be elected. These votes may be divided among all nominees
equally or may be voted for one or more of the nominees, either in equal or
unequal amounts, as the shareholder may elect. A plurality of votes cast at the
Annual Meeting is required for the election of each director. Ratification of
the selection of independent accountants requires the affirmative vote of a
majority of the shares voted on the proposal. Abstentions and broker non-votes
are counted in the number of shares present in person or represented by proxy
for purposes of determining whether a quorum is present, but not for purposes of
the election of directors or the ratification of the selection of independent
accountants. Abstentions will be considered shares entitled to vote, and broker
non-votes will be excluded from the calculation of shares entitled to vote with
respect to any proposal for which authorization to vote was withheld.
1
All shares of Common Stock represented at the Annual Meeting by properly
executed proxies received prior to or at the Annual Meeting which are not
properly revoked will be voted at the Annual Meeting in accordance with the
instructions indicated on such proxies. If no instructions are indicated, such
proxies will be voted FOR the election of the Board's director nominees and FOR
the ratification of the recommended independent accountants.
Any proxy may be revoked at any time before it is voted by a written notice to
the Secretary of the Company sent to the address shown below, by receipt of a
proxy properly signed and dated subsequent to an earlier proxy, or by revocation
of a written proxy by request in person at the Annual Meeting; but if not so
revoked, the shares represented by such proxy will be voted. The Company's
corporate offices are located at 150 North Meramec, Clayton, Missouri 63105 and
its telephone number is (314) 725-5500.
________________________
The date of this Proxy Statement is March 26, 2001
ELECTION OF DIRECTORS
(Proposal No. 1)
The Board of Directors has nominated for election the Seventeen (17) persons
named below. All of the nominees are currently members of the Board of
Directors. All of the nominees were elected by the shareholders of the Company
to a one year term. It is intended that proxies solicited will be voted for such
nominees. The Board of Directors believes that each nominee named below will be
able to serve, but should any nominee be unable to serve as a director, the
persons named in the proxies have advised that they will vote for the election
of such substitute nominee as the Board of Directors may propose.
To compensate Directors for their service, the Company issues Stock Appreciation
Rights ("SARs"). Under the SAR Plan, the Company has the option to pay vested
SARs either in the form of cash or Enterbank Common Stock. Paid executive
officers of the Company are not eligible to participate in this Plan and receive
no compensation. Specific SAR information for each Director is included in the
Beneficial Ownership table on page 10.
The biographical information is furnished with respect to each member of the
Board of Directors of the Company, some of whom also serve as directors and/or
officers of one or more of the Company's subsidiaries. There are no family
relationships between or among any directors or executive officers of the
Company.
2
Present Position(s) Principal Occupation
Name and Age with the Company During Past 5 Years
- ------------ ---------------- -------------------
Fred H. Eller, 56 President and Chief Executive President, Chief Executive Officer and Director of the
Officer, Director Company (since 1995); Chairman of the Board of the Bank
(since 1996); Chief Executive Officer and Director of the
Bank (since 1988).
Ronald E. Henges, 68 Chairman of the Board, Director Former Chief Executive Officer, Creve Coeur Camera
(multi-store retailer of camera and video equipment);
President and Chief Executive Officer of Henges Associates,
Inc. (manufacturer and installer of prefabricated wall
systems) 1991-1995; Chairman of the Board of the Company
(since 1995); Chairman of the Board of the Bank 1988-1996.
Kevin C. Eichner, 50 Vice Chairman of the Board, Chief Executive Officer, GenAmerica Financial Corporation
Director (since 2000); President, General American 1997-2000; Vice
Chairman of the Board of the Company (since 1995); Vice
Chairman of the Board of the Bank (since 1991).
Randall D. Humprheys, 46 Director Principal, Ceres Group, Ltd. 1994-1997; President of
Enterprise Merchant Banc, LLC (since 1997), Director of the
Company (since 1997).
Paul R. Cahn, 75 Director President, Elan Polo Imports, Inc. (importer of women's and
children's casual shoes) (since 1976); Director of the
Company (since 1996); Director of the Bank, 1991-1993 and
1995-1997.
William B. Moskoff, 58 Director President and Chief Operating Officer, Bock Pharmacal
(prescription pharmaceutical company) 1993-1996; President
Tyler Group (veterinary pharmaceuticals) (since 1996);
Director of the Bank 1997-1998; Director of the Company
(since 1998).
Birch M. Mullins, 57 Director President, Baur Properties (developer of commercial real
estate properties) 1992-1997; Vice President of Duke Realty
Investments 1997-1998; President, Lindbergh Warson Properties
(since 1998); Director of the Company (since 1996); Director
of the Bank 1993-1996.
Robert E. Saur, 57 Director President, Conrad Properties (developer of commercial and
residential real estate properties) (since 1975); Director of
the Company (since 1995); Director of the Bank (since 1991).
Henry D. Warshaw, 47 Director Principal, Moneta Group (provides financial planning products
and services) (since 1990); Director of the Company (since
1996); Director of the Bank, 1991-1996; Chairman of Clayton
Banking Unit (since 1996).
Paul L. Vogel, 34 Director Senior manager with the Personal Financial Services group of
Price Waterhouse LLP 1993-1997; Practice leader of the
Private Client Services Group with Arthur Andersen LLP
1997-1998; President, Enterprise Financial Advisors and
Enterprise Trust (financial planning and trust divisions of
Enterprise Bank) (since 1998); Director of the Company (since
1998).
James L. Wilhite, 67 Director President, Stange Corporation (manufacturer of marketing and
incentive items) (since 1990); Director of the Company (since
1996); Director of the Bank (since 1996); Chairman of the St.
Peters Banking Unit (since 1996).
James A. Williams, 48 Director President, Sunset Transportation (trucking brokerage and
consulting firm) (since 1990); Director of the Company (since
1996); Director of the Bank (since 1996); Chairman of the
Sunset Hills Banking Unit (since 1996).
Ted C. Wetterau, 74 Director Chairman and Chief Executive Officer Wetterau Incorporated
(wholesale food distributor) 1950-1992; Chairman and Chief
Executive Officer Wetterau Associates (since 1992); Director
of the Company (since 1997).
3
Robert D. Ames, 57 Director Chairman, Chief Executive Officer and President of Humboldt
National Bank 1992-1997; Director of the Company (since 2000)
Richard S. Masinton, 60 Director Chief Administrative Officer and Chief Financial Officer
Russell Stover Candies (candy manufacturer) (since 1997);
Chief Financial Officer Westlake Hardware (retail hardware)
1989-1997; Director of the Company (since 2000)
Ted A. Murray, 52 Director President of Grubb & Ellis/The Winbury Group (commercial real
estate firm) (since 1989); Director of the Company (since
2000)
Jack L. Sutherland, 58 Director Regional President of Enterprise Banking, N.A. (since 2000);
Vice Chairman Mercantile Bank Kansas City 1997-1998; Regional
President and Chief Executive Officer Mark Twain Bank Kansas
City 1990-1997; Director of the Company (since 2000)
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE INDIVIDUALS LISTED
FOR ELECTION AS DIRECTORS OF THE COMPANY.
Meetings and Committees of the Board
The Board met 12 times in 2000. All directors attended at least 75% of the
meetings of the Board of Directors in 2000 except for Directors Henges,
Humphreys, Saur and Wetterau. Members of the Audit Committee include Richard
Masinton, Birch Mullins and William Moskoff. In previous years, the Audit
Committee consisted of the entire board. Since the board elected to form a
separate committee on September 20, 2000, there has been one meeting and all
members were present at that meeting. The entire board continues to serve as the
Compensation Committee and no special meetings are held for that purpose.
Audit Committee Report
Pursuant to rules adopted by the SEC designed to improve disclosures related to
the functioning of corporate audit committees and to enhance the reliability and
credibility of financial statements of public companies, the Audit Committee of
the Company's Board of Directors submits the following report:
Audit Committee Report to Shareholders
The Audit Committee of the Board is responsible for providing independent,
objective oversight of the Company's accounting functions and internal controls.
The Audit Committee is composed of three directors, each of whom is independent
as defined by the National Association of Securities Dealers' listing standards.
The Audit Committee operates under a written charter approved by the Board of
Directors. A copy of the charter is attached to this Proxy Statement as Exhibit
A.
Management is responsible for the Company's internal controls and financial
reporting process. The independent accountants are responsible for performing
an independent audit of the Company's consolidated financial
4
statements in accordance with generally acceptable auditing standards and to
issue a report thereon. The Audit Committee's responsibility is to monitor and
oversee these processes.
In connection with these responsibilities, the Audit Committee met with
management to review and discuss the financial condition of the Company. The
Audit Committee also considered the matters required by Statement on Auditing
Standards No. 61, Communications with Audit Committees. The Audit Committee also
received written disclosures from the independent accountants required by
Independence Standards Board Standard No. 1, Independence Discussions with Audit
Committees, and the Audit Committee considered the Audit firm's independence.
Based upon the Audit Committee's discussions with management and the Audit
Committee's review of the representations of management and the independent
accountants, the Audit Committee recommended that the Board of Directors include
the audited consolidated financial statements in the Company's Annual Report on
Form 10-K for the year ended December 31, 2000, to be filed with the Securities
and Exchange Commission.
Respectfully submitted,
THE AUDIT COMMITTEE
Richard Masinton
Birch Mullins
Bill Moskoff
Audit Fees
- ----------
The aggregate fees billed for professional services rendered by KPMG LLP for the
audit of our annual financial statements for the year ended December 31, 2000,
and the reviews of the condensed financial statements included in our quarterly
reports on Forms 10-Q for the year ended December 31, 2000, were $70,400.
Financial Information Systems Design and Implementation Fees
- ------------------------------------------------------------
There were no fees billed for information technology services rendered by KPMG
LLP during the year ended December 31, 2000.
5
All Other Fees
- --------------
The aggregate fees billed for all other services, exclusive of fees disclosed
above relating to financial statement audit services and financial information
systems design and implementation, rendered by KPMG LLP during the year ended
December 31, 2000, were $140,275. These other services consisted of:
. Merger related expenses, including due diligence
. Tax services
. Other
Consideration of Non-audit Services Provided by the Independent Accountant
- --------------------------------------------------------------------------
The Audit Committee has not considered whether the services provided under
financial information systems design and implementation and other non-audit
services are compatible with maintaining auditor's independence. However, the
Committee agreed with the scope of services performed by KPMG LLP during the
year ended December 31, 2000.
Board Compensation Report
Mr. Eller's compensation as Chief Executive Officer is tied to the performance
of the Company as a whole. His salary for the fiscal year 2000 was $275,000 with
a bonus of $85,150, or approximately 31% of his base salary. The possible range
for Mr. Eller's bonus as a percent of base salary was 0 - 50%. Each year, Mr.
Eller writes a "Performance Contract" to outline his goals and objectives. These
goals are often more qualitative than quantitative in nature and require the
Board to exercise judgement in its evaluation of Mr. Eller's performance. His
compensation structure is largely dependent upon the fulfillment of the
objectives contained in the Performance Contract. Due to Mr. Eller's position,
his goals and objectives significantly and directly influence the Company's
overall performance. Financial measures include, but are not limited to,
earnings per share, return on equity, net income, growth, and asset quality. In
awarding Mr. Eller's bonus for 2000, the Board took note that 2000 diluted
earnings per share was $0.54, return on average equity was 10.37%, net income
was $5.2 million, assets grew 15% over fiscal year 1999, and the Company
experienced net loan losses of $704,000. Less tangible measures of Mr. Eller's
performance include the implementation of strategic plans set by the Board of
Directors, improving operations of the Company, and developing new business
opportunities.
Each of the other executive officers of the Company writes a similar
"Performance Contract" each year which is tailored to his or her particular
function within the Company. Like Mr. Eller, the compensation and bonus awarded
to each executive are largely dependent upon the fulfillment of the goals and
objectives contained in their respective Performance Contracts. Typically, the
executive officers have goals that are unit specific, such as loan and deposit
growth within a banking unit, and they also have company-wide goals to increase
shareholder value and the net worth of the Company. All factors, both financial
and strategic, are taken into consideration
6
when determining compensation. Compensation is also determined by employee
performance, contribution to the Company, market conditions, Company
performance, and other factors. Each executive officer's compensation is
comprised of salary, bonus, options and other benefits that are focused upon
performance rather than longevity with the Company.
Executive Officers
Present Position(s) Principal Occupation(s)
Name and Age with the Company During Past 5 Years
- ------------ ---------------- -------------------
Fred H. Eller, 56 President, CEO of the Company President, Chief Executive Officer and Director of the
Company (since 1995); Chairman of the Board of Enterprise
Bank (since 1996); Chief Executive Officer and Director of
Enterprise Bank (since 1988).
Paul L. Vogel, 34 President, Enterprise Financial Senior manager of the Personal Financial Services Group of
Advisors Price Waterhouse LLP 1993-1997; Practice leader of Private
Client Services Group with Arthur Andersen LLP 1997-1998;
President, Enterprise Financial Advisors and Enterprise
Trust (financial planning and trust divisions of Enterprise
Bank) (since 1998); Director of the Company (since 1998).
David J. Mishler, 42 President, Enterprise Special Vice President of Enterprise Bank 1988-1996; President,
Markets Group Enterprise Bank, Clayton 1996 - 2001; President, Enterprise
Special Markets (since 2001).
Richard C. Leuck, 43 President, Enterprise Bank, St. President and Chief Executive Officer of Duchesne Bank
Peters 1991-1996; President, Enterprise Bank, St. Peters (since
1996).
James E. Graser, 41 President, Enterprise Bank, Vice President of Enterprise Bank 1989 - 1996; President,
Sunset Hills Enterprise Bank, Sunset Hills (since 1996).
Jack L. Sutherland, 58 Executive Vice President of the Regional President of Enterprise Banking, N.A. (since
Company; Regional President, 2000); Vice Chairman Mercantile Bank Kansas City 1997 -
Enterprise Banking, N.A., Kansas 1998; Regional President and Chief Executive Officer Mark
Twain Bank Kansas City 1990 - 1997; Director of the Company
(since 2000).
James C. Wagner, 35 Chief Financial Officer of the Assistant Vice President, Enterprise Bank 1988 - 1997;
Company Chief Financial Officer, Enterbank Holdings, Inc. (since
1997).
7
Executive Compensation
The following tables show the compensation paid by the Company to the Company's
Chief Executive Officer and the four other most highly paid executive officers
of the Company, including its subsidiaries, Enterprise Bank and Enterprise
Banking, N.A., for the years ended December 31, 2000, 1999 and 1998.
- --------------------------------------------------------------------------------------------------------
Annual Compensation Long Term
------------------------------------
Compensation
------------
Awards
------------
Other Securities All
Name and Principal Annual Underlying Other
Position Year Salary Bonus Compensation (1) Options/SARs Compensation (2)
-------- ---- ------ ----- ---------------- ------------ ---------------
- --------------------------------------------------------------------------------------------------------
Fred H. Eller 2000 $275,000 $ 85,150 0 9,000 $10,876.00
-----------------------------------------------------------------------------
1999 $225,000 $100,150 0 0 $12,553.00
-----------------------------------------------------------------------------
1998 $200,000 $ 75,150 $2,419 0 $11,234.00
-----------------------------------------------------------------------------
Paul L. Vogel 2000 $176,095 $ 69,931 0 5,000 $ 6,778.00
-----------------------------------------------------------------------------
1999 $150,000 $ 40,150 0 0 $ 5,432.00
-----------------------------------------------------------------------------
1998 $150,000 $ 550 0 54,000 0
-----------------------------------------------------------------------------
Dave J. Mishler 2000 $169,000 $ 40,150 $7,200 7,000 $14,981.00
-----------------------------------------------------------------------------
1999 $157,000 $ 60,150 $7,950 0 $15,336.00
-----------------------------------------------------------------------------
1998 $147,000 $ 36,150 $6,334 0 $15,283.00
-----------------------------------------------------------------------------
Richard C. Leuck 2000 $127,583 $ 50,150 $6,000 7,000 $11,777.00
-----------------------------------------------------------------------------
1999 $120,000 $ 37,150 $3,330 0 $ 9,481.00
-----------------------------------------------------------------------------
1998 $105,000 $ 24,150 $2,993 0 $ 8,370.00
-----------------------------------------------------------------------------
James E. Graser 2000 $125,000 $ 50,445 $6,000 7,000 $11,728.00
-----------------------------------------------------------------------------
1999 $125,000 $ 45,000 $6,000 0 $ 7,353.00
-----------------------------------------------------------------------------
1998 $ 91,000 $ 42,575 $6,000 0 $ 6,555.00
-----------------------------------------------------------------------------
(1) Includes referral fee income and car allowance
(2) Includes Split Dollar Life Insurance Premium, Long-term Disability Premium,
Company 401(K) Match Deferrals and Club Membership Dues when applicable
8
Options/SAR Grants in Fiscal 2000
---------------------------------
- ---------------------------------------------------------------------------------------------------
Individual Grants Potential Realizable
------------------------------------------------------
Number of Percent of Value at Assumed
Securities Total Options/ Annual Rates of Stock
Underlying SARs Granted Price Appreciation for
Options/SARs to Employees Exercise or Expiration Option Term
------------------------
Name Granted in Fiscal Year Base Price Date 5% 10%
---- ------- -------------- ---------- ---- -- ---
- ---------------------------------------------------------------------------------------------------
Fred H. Eller 9,000 3.87% $15.00 9/1/2010 $ 84,901 $224,155
-------------------------------------------------------------------------------
Paul L. Vogel 5,000 2.15% $15.00 9/1/2010 $ 47,167 $124,531
-------------------------------------------------------------------------------
David J. Mishler 7,000 3.01% $15.00 9/1/2010 $ 66,034 $174,343
-------------------------------------------------------------------------------
Richard C. Leuck 7,000 3.01% $15.00 9/1/2010 $ 66,034 $174,343
-------------------------------------------------------------------------------
James E. Graser 7,000 3.01% $15.00 9/1/2010 $ 66,034 $174,343
-------------------------------------------------------------------------------
Jack L. Sutherland 20,000 8.61% $15.00 9/1/2010 $188,668 $498,123
-------------------------------------------------------------------------------
James C. Wagner 7,000 3.01% $15.00 9/1/2010 $ 66,034 $174,343
- ---------------------------------------------------------------------------------------------------
Aggregated Option/SAR Exercises in 2000 and Year End Option/SAR Values
----------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
Number of Securities
Underlying Unexercised Value of Unexercised
Options/SARs at In-the-Money Options/
Shares Fiscal Year End SARs at Fiscal Year End
-------------------------------------------------------------------
Acquired Value
Name on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
---- ----------- -------- ----------- ------------- ----------- -------------
- -------------------------------------------------------------------------------------------------------------------------------
Fred H. Eller 0 0 72,000 27,000 $1,152,000 $432,000
------------------------------------------------------------------------------------------------------
Paul L. Vogel 0 0 21,600 37,400 $ 345,600 $598,400
------------------------------------------------------------------------------------------------------
David J. Mishler 30,000 $387,600 36,000 24,000 $ 576,000 $384,000
------------------------------------------------------------------------------------------------------
Richard C. Leuck 0 0 27,000 25,000 $ 432,000 $400,000
------------------------------------------------------------------------------------------------------
James E. Graser 0 0 27,000 25,000 $ 432,000 $400,000
------------------------------------------------------------------------------------------------------
Jack L. Sutherland 0 0 0 20,000 0 $320,000
------------------------------------------------------------------------------------------------------
James C. Wagner 6,000 $ 82,520 30,000 19,000 $ 480,000 $304,000
- -------------------------------------------------------------------------------------------------------------------------------
The Company has not granted stock appreciation rights to any of the above paid
officers or employees.
9
Performance Graph
-----------------
The following graph depicts the cumulative total shareholder return on the
Company's Common Stock from December 31, 1995 through December 31, 2000 (all
figures have been altered to reflect comparable prices after the 3 for 1 stock
split in September of 1999). The graph compares the Common Stock of Enterbank
Holdings, Inc. with the Nasdaq Stock Market Composite Index for United States
Companies and an industry peer group. The peer group is determined using an SIC
code (6710) which is a group of bank and financial holding companies that are
Nasdaq traded and are similar in nature to the Company. The comparisons
reflected in the graph, however, are not intended to forecast the future
performance of the Common Stock of the Company and may not be indicative of such
future performance. The graph assumes an investment of $100.00 in the Common
Stock and each index on December 31, 1995 and the reinvestment of all dividends.
The beginning stock price for the Company's Common Stock was $4.00 per share on
December 31, 1995 and the ending price was $16.00 per share on December 31,
2000.
[GRAPH APPEARS HERE]
- --------------------------------------------------------------------------------
12/31/95 12/31/96 12/31/97 12/31/98 12/31/99 12/31/00
- --------------------------------------------------------------------------------
Enterbank 100.0 114.5 168.8 258.3 456.3 400.3
- --------------------------------------------------------------------------------
Nasdaq Market 100.0 123.0 150.7 212.5 394.9 237.6
- --------------------------------------------------------------------------------
Peer Group 100.0 132.6 223.9 228.5 219.1 255.9
- --------------------------------------------------------------------------------
Notes:
A. The lines represent monthly index levels derived from compounded daily
returns that include all dividends.
B. The indexes are reweighted daily using the market capitalization on the
previous trading day.
C. If the monthly interval, based on the fiscal year end, is not a trading
day, the preceding day is used.
D. The index level for all series was set to $100.00 on 12/31/1995.
E. Data for Enterbank Holdings, Inc. was provided by the Company based upon
periodic trading data provided to the Company by J.A. Glynn and Company.
F. Market and Peer Group data was supplied by The University of Chicago
Graduate School of Business, Center for Research in Security Prices.
10
Information Regarding Beneficial Ownership of Principal Shareholders, Directors
and Management
The following table sets forth, as of March 1, 2001, certain information
concerning the ownership of Common Stock by each director of the Company, each
of the executive officers of the Company named in the Executive Compensation
table and all directors and executives officers as a group. The Company is not
aware of any shareholders that beneficially owned more than 5% of the
outstanding common shares of the Company as of such date. As of March 1, 2001
there were 9,135,344 shares of Common Stock outstanding.
Percentage
----------
Beneficial Owner Number of Shares Ownership (1)(2)
---------------- ---------------- ----------------
Fred H. Eller (3) (4) (5) 293,815 3.19%
Ronald E. Henges (3) (5) (6) 358,565 3.90%
Kevin C. Eichner (3) (5) (7) 248,456 2.71%
Randall D. Humphreys (14) 0 0
Paul R. Cahn (8) (9) 269,242 2.95%
William B. Moskoff (8 ) (10) 135,130 1.48%
Robert E. Saur (8) (11) 117,053 1.28%
Henry D. Warshaw (3) (8) (12) (13) 56,899 *
James L. Wilhite (8) (15) 37,365 *
James A. Williams (8) (16) 19,872 *
Ted C. Wetterau (14) (17) 67,820 *
David J. Mishler (3) (18) 174,447 1.90%
James E. Graser (3) (5) (19) 85,535 *
Richard C. Leuck (3) (5) (20) 46,773 *
Paul L. Vogel (3) (5) (21) 34,996 *
James C. Wagner (3) (5) (22) 85,905 *
Birch M. Mullins (8) (23) 53,603 *
Robert D. Ames (3) (24) (25) 94,150 1.03%
Richard S. Masinton (3) (24) (26) 42,921 *
Ted A. Murray (3) (24) (27) 22,883 *
Jack L. Sutherland (5) (28) 5,000 *
All Directors and Executive Officers as a Group 2,250,430 23.78%
* Less than 1%
11
(1) Pursuant to the rules of the Securities and Exchange Commission, certain
shares of Common Stock which a person has the right to acquire within 60
days pursuant to the exercise of stock options and warrants are deemed to
be outstanding for the purpose of computing beneficial ownership and the
percentages of ownership of that person, but are not deemed outstanding for
the purposes of computing the percentage ownership of any other person. All
directors and officers as a group hold options to purchase an aggregate of
329,420 shares of Common Stock.
(2) Unless otherwise indicated, the named person has sole voting and
dispositive power for all shares shown.
(3) Includes options outstanding and exercisable as of March 1, 2001, or within
60 days thereafter, including those beneficially owned by the named person,
as follows: Mr. Eichner, 48,000 shares; Mr. Eller, 72,000 shares; Mr.
Henges, 48,000 shares; Mr. Graser, 27,000 shares; Mr. Mishler, 36,000
shares; Mr. Wagner, 30,000; Mr. Leuck, 27,000; Mr. Vogel, 21,600 shares;
Mr. Warshaw, 4,821 shares; Mr. Ames, 2,143 shares; Mr. Masinton, 6,428
shares; Mr. Murray, 6,428 shares; all directors and executive officers as a
group, 329,420 shares.
(4) Includes 60 shares held in the name of Mr. Eller to which Mr. Eller has
voting power; 45,540 shares held in trust for the benefit of Mr. Eller's
spouse to which Mr. Eller has voting power; 109,215 shares held in the
Eller Family Partnership to which Mr. Eller has voting power; and 67,000
shares held in Mr. Eller's trust to which Mr. Eller has voting power.
(5) Excludes all of the 24,500 held by EBSP III, LLC where Mr. Eller, Mr.
Henges, Mr. Eichner, Mr. Sutherland, Mr. Graser, Mr. Leuck, Mr. Vogel and
Mr. Wagner each own a 1/8/th/ partnership interest, but for which none of
the named persons holds sole voting power.
(6) Includes 231,295 shares held of record by Henges Equity, L.P., of which Mr.
Henges is the General Partner and has voting power; 66,855 shares held in
an Individual Retirement Account for the benefit of Mr. Henges, to which
Mr. Henges has voting power; 60 shares held in the name of Mr. Henges in
which Mr. Henges has voting power; 9,855 shares held in an Individual
Retirement Account for the benefit of the spouse of Mr. Henges to which Mr.
Henges has voting power; and 2,500 shares held jointly by Mr. Henges and
his spouse.
(7) Includes 140,456 shares held in the name of Mr. Eichner in which he has
voting power and 60,000 shares held in Mr. Eichner's trust in which he has
voting power.
(8) When vested, Stock Appreciation Rights ("SARs") are included. Under the SAR
Agreement, these could have a dilutive effect, as it is at the discretion
of the Company whether compensation will be given in the form of cash or
Common Stock.
(9) Excludes 89,940 shares held by two adult children of Mr. Cahn, as well as
37,850 shares held by the son in law of Mr. Cahn. Includes 15,000 shares
held in trust for the benefit of Mr. Cahn's spouse, to which Mr. Cahn has
voting power; 1,000 shares held by the spouse of Mr. Cahn to which Mr. Cahn
has voting power; and 253,189 shares held of record by Cahn Family
Partnership, L.P., to which Mr. Cahn has voting power. Includes vested SARs
which would equate to 53 shares of common stock should the company choose
to compensate in that form.
(10) Includes 115,077 shares held of record by Vasil's L.P., of which Mr.
Moskoff is the General Partner and has voting power and 20,000 in an
Individual Retirement Account for the benefit of Mr. Moskoff to which Mr.
Moskoff has voting power. Includes vested SARs which would equate to 53
shares of common stock should the company choose to compensate in that
form.
(11) Includes 60 shares held in the name of Mr. Saur to which Mr. Saur has
voting power; and 116,940 shares held in a trust for the benefit of Mr.
Saur to which Mr. Saur has voting power. Includes vested SARs which would
equate to 53 shares of common stock should the company choose to compensate
in that form.
(12) Includes 25,740 held in an Individual Retirement Account for the benefit of
Mr. Warshaw, to which Mr. Warshaw has voting power; and 25,980 shares held
in an Individual Retirement Account for the benefit of the spouse of Mr.
Warshaw, to which Mr. Warshaw has voting power; and 60 shares in the name
of Mr. Warshaw to which Mr. Warshaw has voting power. Includes vested SARs
which would equate to 298 shares of common stock should the company choose
to compensate in that form.
(13) Mr. Warshaw, in addition to being a director of the Company, is affiliated
with Moneta Group, Inc. The Company has a Customer Referral Agreement with
Moneta Group, Inc. whose principals earn or have earned Enterbank Holdings,
Inc. stock options (right to purchase) by referring customers to the
Company.
(14) Excluded are 1,200 SARs. Under the SAR Agreement, these could have a
dilutive effect, as it is at the discretion of the Company whether
compensation will be given in the form of cash or Common Stock. None of
these SARs are vested and are therefore excluded.
(15) Includes 1,950 shares held in a trust for the benefit of the spouse of Mr.
Wihite of which the spouse of Mr. Wilhite is trustee, and Mr. Wilhite has
voting power; 3 shares in the name of Mr. Wilhite to which Mr. Wilhite has
voting power; 15,500 shares held in Mr. Wilhite's trust in which he has
voting power; 3,000 shares held of record by the Wilhite Family
Partnership, L.P., to which Mr. Wilhite has voting power; and 16,710 shares
held in an Individual Retirement Account for Mr. Wilhite in which Mr.
Wilhite has voting power. Includes vested SARs which would equate to 202
shares of common stock should the company choose to compensate in that
form.
(16) Includes 2,535 shares held by Mr. Williams held in an Individual Retirement
Account for the benefit of Mr. Williams to which Mr. Williams has voting
power; 11,985 shares held in the name of Mr. Williams in which Mr. Williams
has voting power and 5,000 shares held in a joint trust account with the
spouse of Mr. Williams in which Mr. Williams has voting power. Includes
vested SARs which would equate to 352 shares of common stock should the
company choose to compensate in that form.
(17) Includes 67,820 shares held of record by Wetterau Ventures, L.P. to which
Mr. Wetterau is the General Partner and has voting power.
(18) Includes 130,551 shares held jointly by Mr. Mishler and his spouse; 7,893
shares held in an Individual Retirement Account for the benefit for the
benefit of Mr. Mishler, to which Mr. Mishler has voting power and 3 shares
held in the name of Mr. Mishler to which Mr. Mishler has voting power.
(19) Includes 58,532 shares held in Mr. Graser's trust to which Mr. Graser has
voting power and 3 shares in the name of Mr. Graser to which Mr. Graser has
voting power.
12
(20) Includes 7,500 shares held in a trust of the spouse of Mr. Leuck for the
benefit of Mr. Leuck to which Mr. Leuck has voting power; 7,500 shares held
in a trust of the spouse of Mr. Leuck, for the benefit of the spouse of Mr.
Leuck, to which Mr. Leuck has shared voting power; 4,770 shares held in an
Individual Retirement Account for the benefit of Mr. Leuck to which Mr.
Leuck has voting power; and 3 shares held in the name of Mr. Leuck to which
Mr. Leuck has voting power.
(21) Includes 854 shares held in an Individual Retirement Account (SEP) for the
benefit of Mr. Vogel to which Mr. Vogel has voting power; 2,351 shares held
in another Individual Retirement Account for the benefit of Mr. Vogel to
which Mr. Vogel has voting power; 10,000 shares held in the name of Mr.
Vogel to which Mr. Vogel has voting power; and 191 shares held in an
Individual Retirement Account for the benefit of the spouse of Mr. Vogel to
which Mr. Vogel has voting power.
(22) Includes 37,435 shares held jointly by Mr. Wagner and his spouse and 18,470
shares held in a trust for the benefit of Mr. Wagner's children and other
relatives. Mr. Wagner is a co-trustee and has voting power and investment
authority for this trust.
(23) Includes 53,550 shares held in the name of Mr. Mullins and vested SARs
which would equate to 53 shares of common stock should the company choose
to compensate in that form.
(24) Excluded are 800 SARs. Under the SAR Agreement, these could have a dilutive
effect, as it is at the discretion of the Company whether compensation will
be given in the form of cash or Common Stock. None of these SARs are vested
and are therefore excluded
(25) Includes 47,842 shares held jointly by Mr. Ames and his spouse and 44,165
shares held in his name.
(26) Includes 857 shares held in a trust of the spouse of Mr. Masinton, for the
benefit of the spouse of Mr. Masinton, to which Mr. Masinton has voting
power; and 35,636 shares held in a trust for the benefit of Mr. Masinton to
which Mr. Masinton has voting power.
(27) Includes 13,885 shares held in a trust of the spouse of Mr. Murray for the
benefit of the spouse of Mr. Murray to which Mr. Murray has voting power;
1,285 shares held in an Individual Retirement Account for the benefit of
the spouse of Mr. Murray to which Mr. Murray has voting power; and 1,285
shares held in an Individual Retirement Account for the benefit of Mr.
Murray to which Mr. Murray has voting power.
(28) Includes 5,000 shares held jointly by Mr. Sutherland and his spouse.
13
INDEPENDENT PUBLIC ACCOUNTANTS
(Proposal No. 2)
The Company engaged KPMG LLP to audit the Company's financial statements for the
fiscal years ended December 31, 1998, 1999 and 2000. Representatives of KPMG
LLP are expected to be present at the Annual Meeting of Shareholders. They will
have an opportunity to make a statement if they desire to do so and will be
available to respond to appropriate questions.
The Company has selected KPMG LLP to be the independent public accountants for
calendar year 2001 and recommends that the appointment of the auditors be
ratified by the Shareholders. Although Shareholder approval is not required, it
is the policy of the Board of Directors to request, whenever possible,
Shareholder ratification of the appointment or reappointment of independent
public accountants.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE RATIFICATION OF KPMG LLP AS
THE COMPANY'S INDEPENDENT PUBLIC ACCOUNTANTS.
Section 16 (a) Beneficial Ownership Reporting Compliance
Section 16 (a) of the Securities and Exchange Act of 1934 requires the Company's
directors, executive officers, and holders of more than 10% of the Company's
Common Stock, to file with the Securities and Exchange Commission (the "SEC")
initial reports of ownership and reports of changes in ownership of Common Stock
and other equity securities of the Company. Such officers, directors and 10%
shareholders are required by SEC regulation to furnish the Company with copies
of all Section 16 (a) forms they file. Mr. Humphreys neglected to file a Form 4
with the SEC when he was granted 1,500 incentive stock options on September 1,
2000 and Mr. Wagner neglected to file a Form 4 upon gifting 565 shares to
charity. As of March 7, 2001, Mr. Humphreys and Mr. Wagner have amended their
monthly filings and the Company believes that all other filings are current with
the SEC.
OTHER MATTERS
Management knows of no other matters that will be presented at the meeting. If
any other matters arise at the meeting, it is intended that the shares
represented by the proxies will be voted in accordance with the judgement of the
persons named in the proxies.
The Annual Report of the Company for the calendar year 2000 is enclosed.
A copy of Form 10-K filed by the Company with the Securities and Exchange
Commission is enclosed.
14
Shareholders are entitled to present proposals for action at a forthcoming
Shareholders' meeting if they comply with the requirements of the proxy rules.
Any proposals intended to be presented at the 2002 Annual Meeting of
Shareholders of the Company must be received at the Company's principal office
at 150 N. Meramec, Clayton, Missouri 63105 on or before November 16, 2001 in
order to be considered for inclusion in the Company's proxy statement and form
of proxy relating to such meeting.
The attached proxy card grants the proxy holders discretionary authority to vote
on any matter raised at the Annual Meeting. If a Shareholder intends to submit
a proposal at the 2002 Annual Meeting of Shareholders of the Company, and the
proposal is not intended to be included in the Company's proxy statement and
form of proxy relating to such meeting, the Shareholder should give the Company
appropriate notice no later than January 29, 2002. If the Company fails to
receive notice of the proposal by such date, the Company will not be required to
provide any information about the nature of the proposal in its proxy statement
and the proposal will not be submitted to the Shareholders for approval at the
2002 Annual Meeting of Shareholders of the Company as the Company will not have
received proper notice as required by the Company's Bylaws.
By Order of the Board of Directors,
/s/ James C. Wagner
James C. Wagner, Secretary
15
Exhibit A
Enterbank Holdings, Inc.
Audit Committee Charter
- --------------------------------------------------------------------------------
Audit Committee Purpose
The Audit Committee is appointed by the Board of Directors to assist the Board
in fulfilling its oversight responsibilities. The Audit Committee's primary
duties and responsibilities are to:
. Monitor the integrity of the company's financial reporting process and
systems of internal controls regarding finance, legal, and accounting
compliance.
. Monitor the independence and performance of the Company's independent
auditors and internal auditing department.
. Help facilitate communication among the Company's Independent Auditors,
management, internal auditing department, and the Board of Directors.
The Audit Committee has the authority to conduct any investigation appropriate
to fulfilling its responsibilities and it has direct access to the Independent
Auditors as well as anyone in the organization. The Audit Committee has the
ability to retain, at the Company's expense, special legal, accounting, or other
consultants or experts that it deems necessary in the performance of its duties.
Audit Committee Compensation and Meetings
The Audit Committee shall be comprised of three directors, as determined by the
Board, each of whom shall be independent, non-executive directors free from any
relationship that would interfere with the exercise of his or her independent
judgement. All members of the Committee shall have a basic understanding of
finance and accounting principles and be able to read and understand fundamental
financial statements. At least one member of the Committee shall have
accounting or related financial management expertise as will be determined by
the Board of Directors.
Audit Committee members shall be appointed by the Board of Directors. The
members of the Committee may designate a chairman by a majority vote of the
Committee membership.
The Committee shall meet at least four times per year or more frequently as
circumstances dictate. The Audit Committee chairperson shall prepare an agenda
for each meeting. The Committee should feel free to call a meeting with any
members of the Internal Audit department, the Independent Auditors, management,
or any employee of the Company at their discretion. The Committee will review
appropriate quarterly filings.
Audit Committee Responsibilities and Duties
Review Procedures
1. Review and reassess the adequacy of this charter at least annually. Submit
the charter to the Board of Directors for approval and have the document
published, at least every three years in accordance with SEC regulation.
2. Review the Company's annual audited financial statements prior to filing or
distribution. This review should include discussion with management and
independent auditors of significant issues regarding accounting principles,
practices, and judgement.
3. In consultation with management, the Independent Auditors and the Internal
Auditors consider the integrity of the Company's financial reporting
processes and controls. Discuss significant financial risk exposures and
the steps management has taken to control, monitor, and report such
exposures. Review significant filings prepared by the Independent Auditors
and the internal auditing department together with management responses.
-1-
4. Review with financial management and the Independent Auditors the Company's
quarterly financial results. Discuss any significant changes to the
Company's accounting principles and any items required to be communicated
by the Independent Auditors. The chair of the Committee may represent the
entire Audit Committee for purposes of this review.
Independent Auditors
5. The Independent Auditors are ultimately accountable to the Audit Committee
and the Board of Directors. The Audit Committee shall review the
independence and performance of the Auditors and annually recommend to the
Board of Directors the appointment of the Independent Auditors or approve
any discharge of Auditors when circumstances warrant.
6. Approve the fees and other significant compensation to be paid to the
Independent Auditors.
7. On an annual basis the Committee should review and discuss with Independent
Auditors all significant relationships they have with the Company that
could impair the Auditors independence.
8. Review the Independent Auditors plan. Discuss scope, staffing, locations,
reliance upon management, internal audit, and general audit approach.
9. Discuss the results of the year-end audit with Independent Auditors.
10. Consider the Independent Auditors judgment about the quality and
appropriateness of the Company's accounting principles as applied in its
financial reporting.
Internal Audit Department and Legal Compliance
11. Review the budget plan, the changes in plan activities, organizational
structure, and qualifications of the Internal Audit Department as needed.
12. Review the appointment, performance, and replacement of the senior Internal
Audit executive.
13. Review significant reports prepared by the Internal Audit department
together with management's response and follow up to these reports.
14. Review any legal matters brought forth to the Committee by the Company's
legal council, which could have a significant impact on the organization's
financial statements and the Company's compliance with applicable laws
including regulations and inquiries received from regulators or
governmental agencies.
Other Audit Committee Responsibilities
15. Annually prepare a report to shareholders as required by the Securities and
Exchange Commission. This report should be included in the Company's
Annual Proxy Statement or Special Proxy Statement, if applicable.
16. Perform any other activities consistent with this charter, the Company's
Bylaws and governing law as the Committee and Board deems necessary or
appropriate.
17. Maintain minutes of meetings and periodically report to the Board of
Directors significant results of the forgoing activities.
Membership
It is recommended that in the September 2000 Board meeting, Dick Masinton, Birch
Mullins, and Bill Moskoff serve on the Audit Committee.
-2-
ENTERBANK HOLDINGS, INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
APRIL 25, 2001
The undersigned hereby appoints Ronald E. Henges, Kevin C. Eichner and
Fred H. Eller, and each of them, with or without the others proxies, with full
power of substitution to vote as designated below, all shares of stock of
Enterbank Holdings, Inc. (the "Company") that the undersigned signatory hereof
would be entitled to vote if personally present at the Annual Meeting of
Stockholders of the Company to be held at The University Club, 1034 South
Brentwood Blvd., St. Louis, Missouri on Wednesday, April 25, 2001 at 4:00 p.m.
and adjournment or postponement thereof, all in accordance with and as more
fully described in the Notice and accompanying Proxy Statement for such meeting,
receipt of which is hereby acknowledged.
1. ELECTION OF DIRECTORS
Election of seventeen directors to hold office until the next Annual
Meeting of Stockholders or until their successors shall have been duly
elected and qualified.
[_] FOR all nominees listed below [_] WITHHOLD AUTHORITY to vote
(Except as marked to the contrary below.) FOR all nominees as listed below.
___ Fred H. Eller ___ Ronald E. Henges ___ Kevin C. Eichner ___ Randall D. Humphreys
___ Paul R. Cahn ___ William B. Moskoff ___ Birch M. Mullins ___ Robert E. Saur
___ Henry D. Warshaw ___ James L. Wilhite ___ James A. Williams ___ Ted C. Wetterau
___ Paul L. Vogel ___ Robert D. Ames ___ Richard S. Masinton ___ Ted A. Murray
___ Jack L. Sutherland
INSTRUCTIONS: You may vote for all directors by marking where indicated above
"FOR all nominees listed below", withhold your vote until the meeting by marking
where indicated above "WITHHOLD AUTHORITY to vote" or vote for individual
director(s) by marking next to each name the number of votes to be cast for
that person.
2. Ratification and Approval of KPMG LLP as auditors for the year ending
December 31, 2001.
[_] FOR [_] AGAINST [_] ABSTAIN
________________________________________________________________________________
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER(S). IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" THE ELECTION OF ALL NOMINEES LISTED IN PROPOSAL 1 AND PROPOSAL 2.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Please date, sign and return this Proxy card by
mail, postage prepaid.
Date:_______________________________________, 2001.
SIGN HERE:________________________________________
________________________________________
(Please sign exactly as name appears on the label
for this mailing. When stock is registered
jointly, all owners must sign. When signing as
attorney, executor, administrator, trustee or
guardian, please sign the full title as such. If
a corporation, please sign the full corporate name
by the President or other authorized officer. If
a partnership, please sign in partnership name by
an authorized person.)
WHETHER OR NOT YOU PLAN ON ATTENDING THE ANNUAL MEETING, PLEASE COMPLETE AND
RETURN THIS PROXY.