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<CONFORMED-NAME>ENTERBANK HOLDINGS INC
<CIK>0001025835
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<TEXT>

<PAGE>   1
                       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

                                  JUNE 28, 2000
                                  -------------
                Date of report (Date of earliest event reported)

                            ENTERBANK HOLDINGS, INC.
                            ------------------------
             (Exact Name of Registrant as Specified in its Charter)

                                    DELAWARE
                                    --------
                 (State or Other Jurisdiction of Incorporation)

       000-24131                                          43-1706259
       ---------                                          -----------
(Commission File Number)                       (IRS Employer Identification No.)

150 N. MERAMEC, ST. LOUIS, MISSOURI                          63105
-----------------------------------                          -----
(Address of Principal Executive Offices)                   (Zip Code)

                                 (314) 725-5500
                                 --------------
              (Registrant's Telephone Number, Including Area Code)

                                       N/A
                                       ---
          (Former Name or Former Address, if Changed Since Last Report)




<PAGE>   2




                            ENTERBANK HOLDINGS, INC.


                                    FORM 8-K

ITEM 2.   ACQUISITION OR DISPOSITION OF ASSETS

         On June 23, 2000, Registrant acquired Commercial Guaranty Bancshares,
Inc., a Kansas corporation ("CGB"), in a merger transaction by a subsidiary of
Registrant for approximately 1,793,294 shares of Registrant's Common Stock
pursuant to an Agreement and Plan of Merger dated January 5, 2000. The purchase
price was determined by arm's length negotiations between the parties. CGB is a
bank holding company whose subsidiary, First Commercial Bank, N.A., operates in
four locations in the state of Kansas. Registrant presently intends to continue
operating the CGB business. Other than in connection with the merger, CGB has
not had any material relationship with Registrant or any of its affiliates, any
director or officer of Registrant or any associate of any such director or
officer. For more information concerning CGB and the acquisition transaction,
reference is made to pages 25 through 91 of the Joint Proxy Statement/Prospectus
included in Registrant's Registration Statement on Form S-4 (File No.
333-35744).

ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS

         (a)      Financial statements of businesses acquired.

                  (i) Financial statements of CGB, together with the related
                  Independent Auditors' Report, are incorporated herein by
                  reference to the Registrant's Registration Statement on Form
                  S-4 filed with the Securities and Exchange Commission on April
                  27, 2000 (File No. 333-35744).

         (b)      Pro forma financial information.

                  (i) Unaudited Pro Forma Condensed Combined Statement of
                  Financial Information for the year ended December 31, 1999,
                  including notes thereto, are incorporated herein by reference
                  to the Registrant's Registration Statement on Form S-4 filed
                  with the Securities and Exchange Commission on April 27, 2000
                  (File No. 333-35744).

                  (ii) Unaudited Pro Forma Condensed Combined Balance Sheet as
                  of December 31, 1999, including notes thereto, are
                  incorporated herein by reference to the Registrant's
                  Registration Statement on Form S-4 filed with the Securities
                  and Exchange Commission on April 27, 2000 (File No.
                  333-35744).

         (c)      Exhibits.

         See Exhibit Index attached hereto and incorporated herein by reference.




<PAGE>   3




         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.


                                         ENTERBANK HOLDINGS, INC.


Date: June 23, 2000                      By: /s/ Fred H. Eller
                                            -----------------------------------
                                         Fred H. Eller, Chief Executive Officer




































<PAGE>   4




                                  EXHIBIT INDEX


    EXHIBIT NO.            EXHIBIT

         1.                Omitted - inapplicable.

         2.1.              Agreement and Plan of Merger dated as of January 5,
                           2000, between Registrant and CGB (incorporated herein
                           by reference to Exhibit 2.1 on the Registrant's
                           Registration Statement on Form S-4 filed with the
                           Securities and Exchange Commission on April 27, 2000
                           (File No. 333-35744)).

         2.2.              Amendment to Agreement and Plan of Merger dated as of
                           March 14, 2000, between Registrant and CGB
                           (incorporated herein by reference to Exhibit 2.2 on
                           the Registrant's Registration Statement on Form S-4
                           filed with the Securities and Exchange Commission on
                           April 27, 2000 (File No. 333-35744)).

         4.                Omitted - inapplicable.

         16.               Omitted - inapplicable.

         17.               Omitted - inapplicable.

         20.               Omitted - inapplicable.

         23.               Consent of Deloitte & Touche LLP.

         24.               Omitted - inapplicable.

         99.               Registrant's Press Release issued June 23, 2000.









</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>2
<FILENAME>ex23.txt
<DESCRIPTION>CONSENT OF DELOITTE & TOUCHE LLP
<TEXT>

<PAGE>   1
                                                                      EXHIBIT 23


INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in the Current Report on Form 8-K
under the Securities Exchange Act of 1934 of Enterbank Holdings, Inc. dated June
28, 2000 of our report dated March 23, 2000 and contained in Registration
Statement No. 333-35794 of Enterbank Holdings, Inc. on Form S-4 under the
Securities Act of 1933 insofar as such report relates to the consolidated
financial statements of Commercial Guaranty Bancshares, Inc. for the year ended
December 31, 1999.

/s/ Deloitte & Touche LLP

Kansas City, Missouri
June 27, 2000

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>3
<FILENAME>ex99.txt
<DESCRIPTION>REGISTRANT'S PRESS RELEASE
<TEXT>

<PAGE>   1




                                   EXHIBIT 99

                          [Registrant's Press Release]





<PAGE>   2
FOR IMMEDIATE RELEASE

ENTERBANK HOLDINGS, INC. AND COMMERCIAL GUARANTY BANCSHARES, INC. CLOSE MERGER
                                   TRANSACTION

ST. LOUIS, MISSOURI, JUNE 23, 2000 - Enterbank Holdings, Inc., the parent
company of Enterprise Bank in St. Louis, Missouri, and Commercial Guaranty
Bancshares, Inc., the parent company of First Commercial Bank, N.A. in Overland
Park, Kansas, announced the closing of a merger this afternoon pursuant to a
merger agreement signed on January 5, 2000. The shareholders of both companies
approved the transaction on June 20, 2000. Combined assets of the two companies
reach approximately $645 million with nearly 200 employees and seven offices in
both Missouri and Kansas.

         The joint announcement was made today by Fred H. Eller, President and
Chief Executive Officer of Enterbank and Joe C. Morris, Chairman of the Board of
Commercial Guaranty.

         Approximately 837,000 outstanding shares of common stock of Commercial
Guaranty have each been converted into the right to receive 2.1429 Enterbank
shares, and First Commercial Bank, N.A. has become an indirect subsidiary of
Enterbank. The merger will be accounted for as a pooling of interests and is
intended to qualify as a tax-free reorganization.

         "This partnership is a great opportunity for both companies to join
forces and better serve the lifetime financial needs of privately held
businesses and their owners in Missouri and Kansas," said Fred Eller. "Until
now, we have served the Kansas market through our affiliation with Enterprise
Merchant Banc. This partnership allows us to offer banking, financial consulting
and comprehensive trust services with the expertise of a larger financial
institution and personal service usually associated with smaller ones."

         "Enterprise and First Commercial are a great strategic fit." said Paul
Clendening, President of First Commercial Bank. "Both companies put the
customer's needs first and strive to provide the very best in customer service.
We are very pleased to close this transaction and look forward to a long future
with Enterprise."

This joint release includes forward-looking statements which is subject to the
"safe harbor" created by Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended. These
forward looking statements (which involve each company's plans, beliefs and
goals, refer to estimates or use similar terms) involve certain risks and
uncertainties that could cause actual results to differ materially from those in
the forward-looking statements. Such risks and uncertainties include, but are
not limited to, the following factors: the effect that changes in interest rates
and the cost of funds has on earnings and assets; the level of loan defaults and
delinquencies; the ability to successfully grow and realize profits from
commercial banking operations and strategic non-banking lines of business;
concentrations of loans in two geographic areas; the ability to retain key
personnel; the degree and nature of competition; changes in government
regulation of our businesses; and environmental liabilities associated with
foreclosures. Enterbank and Commercial Guaranty undertake no obligation to
revise or publicly release the results of any revision to these forward looking
statements by Enterbank. Readers should



<PAGE>   3


carefully review the risk factors described in other documents published and/or
filed with the Securities and Exchange Commission ("SEC").

                                      ###

For additional information or questions please contact:

Fred H. Eller                                       James C. Wagner
President, Chief Executive Officer                  Chief Financial Officer
Enterbank Holdings, Inc.                            Enterbank Holdings, Inc.
150 North Meramec                                   150 North Meramec
Clayton, Missouri 63105                             Clayton, Missouri 63105
Phone:(314) 725-5500                                Phone:(314) 725-5500
Fax:(314) 727-3239                                  Fax:(314) 727-3239

</TEXT>
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