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<SEC-DOCUMENT>0000950137-05-005334.txt : 20050504
<SEC-HEADER>0000950137-05-005334.hdr.sgml : 20050504
<ACCEPTANCE-DATETIME>20050504095646
ACCESSION NUMBER:		0000950137-05-005334
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20050502
ITEM INFORMATION:		Results of Operations and Financial Condition
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20050504
DATE AS OF CHANGE:		20050504

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			EXCHANGE NATIONAL BANCSHARES INC
		CENTRAL INDEX KEY:			0000893847
		STANDARD INDUSTRIAL CLASSIFICATION:	NATIONAL COMMERCIAL BANKS [6021]
		IRS NUMBER:				431626350
		STATE OF INCORPORATION:			MO
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-23636
		FILM NUMBER:		05797157

	BUSINESS ADDRESS:	
		STREET 1:		132 EAST HIGH STREET
		CITY:			JEFFERSON CITY
		STATE:			MO
		ZIP:			65101
		BUSINESS PHONE:		(573)761-6100

	MAIL ADDRESS:	
		STREET 1:		P.O. BOX 688
		CITY:			JEFFERSON CITY
		STATE:			MO
		ZIP:			65102
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>c94869e8vk.txt
<DESCRIPTION>FORM 8-K
<TEXT>
<PAGE>


                                  UNITED STATES
                       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


                                   May 2, 2005
                                   -----------
                Date of Report (Date of earliest event reported)


                       EXCHANGE NATIONAL BANCSHARES, INC.
                       ----------------------------------
             (Exact name of registrant as specified in its charter)


            Missouri                     0-23636                 43-1626350
            --------                     -------                 ----------
(State or other jurisdiction of  (Commission File Number)    (I.R.S. Employer
         incorporation)                                   Identification Number)


                 132 East High Street, Jefferson City, MO 65101
                 ----------------------------------------------
               (Address of principal executive offices) (Zip Code)


                                 (573) 761-6100
                                 --------------
               Registrant's telephone number, including area code


          (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
    230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
    240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))



<PAGE>


ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

         On May 2, 2005, our Company, Exchange National Bancshares, Inc.,
completed its acquisition of 100% of the outstanding capital stock of Bank 10, a
Missouri state bank with offices in the Missouri communities of Belton, Drexel,
Harrisonville, Independence and Raymore. The press release that our Company used
to announce the completion of this acquisition is attached to this report as
Exhibit 99.1 and is incorporated herein by reference.

         The terms and conditions of the acquisition were provided in an
Acquisition Agreement dated January 28, 2005 among our Company, Drexel
Bancshares, Inc., and certain other persons and entities, which Acquisition
Agreement was amended by an Agreement Altering Transaction Structure dated
February 28, 2005 between our Company, Drexel Bancshares and the representative
for the shareholders of Drexel Bancshares. A copy of the Acquisition Agreement
was attached as Exhibit 2.1 to our Company's Current Report on Form 8-K dated
February 28, 2005 and is incorporated herein by reference. A copy of the
Agreement Altering Transaction Structure was attached as Exhibit 2.1.1 to our
Company's Current Report on Form 8-K dated February 28, 2005 and is incorporated
herein by reference.

         Under the terms of the Acquisition Agreement, as amended by an
Agreement Altering Transaction Structure, the purchase price payable to Drexel
Bancshares, Inc. for the outstanding capital stock of Bank 10 was an amount in
cash equal to $32,862,000, plus (or minus) any amount by which the book value of
Bank 10 as of the business day preceding the closing date was greater (or less)
than $13,144,800, subject to further adjustments to eliminate any unrealized
gain or loss in Bank 10's investment portfolio and to cause Bank 10's reserve
for loan losses to be at least 1.1% of the amount of its outstanding loans. In
applying these terms at the transaction closing, the purchase price for all of
the outstanding shares of Bank 10's common stock was determined to be
approximately $33,988,000. This amount was paid by our Company to Drexel
Bancshares in cash at the May 2, 2005 transaction closing.

         The foregoing description of our Company's acquisition of Bank 10 does
not purport to be complete and is qualified in its entirety by reference to the
full text of the Acquisition Agreement and the Agreement Altering Transaction
Structure referred to above, each of which was previously filed with our
Company's Current Report on Form 8-K dated February 28, 2005.

         Statements made in this report, including the exhibits hereto, that
suggest our Company's or our management's intentions, hopes, beliefs,
expectations, or predictions of the future constitute "forward-looking
statements" within the meaning of Section 21E of the Securities and Exchange Act
of 1934, as amended, and include statements suggesting that the acquisition
would be accretive to our Company's earnings per share. It is important to note
that actual results could differ materially from those projected in such
forward-looking statements. Factors that may cause actual results to differ
materially from those contemplated by such forward looking statements include,
among other things, the following possibilities: (i) revenues following the
acquisition may be lower than expected; (ii) competitive pressure among
depository institutions may increase significantly; (iii) costs related to the
integration of Bank 10 may be greater than expected; (iv) changes in the
interest rate environment may reduce interest margins; and (v) general economic
conditions, either nationally or in our market, may be less favorable than
expected. Additional information concerning factors that could cause actual
results to differ materially from those projected in such forward-looking
statements is contained from time to time in Exchange's quarterly and annual
reports filed with the Securities and Exchange Commission.

ITEM 9.01. FINANCIAL STATEMENTS AND OTHER EXHIBITS

(a)      Financial Statements of Business Acquired

         The financial statements required by Item 9.01(a) of Form 8-K will be
filed by amendment within 71 calendar days after the date upon which this report
on Form 8-K must be filed.



                                       2
<PAGE>


(b)      Pro Forma Financial Information

         The pro forma financial statements required by Item 9.01(b) of Form 8-K
will be filed by amendment within 71 calendar days after the date upon which
this report on Form 8-K must be filed.

(c)      Exhibits

<Table>
<Caption>
         Exhibit No.                  Description
         -----------                  -----------
<S>                                   <C>
         2.1                          Acquisition Agreement, dated January 28,
                                      2005 among Exchange National Bancshares,
                                      Inc., 2005 Acquisition Company, Inc.,
                                      Drexel Bancshares, Inc., and the
                                      shareholders of Drexel Bancshares, Inc.
                                      (filed as Exhibit 2.1 to our Company's
                                      Current Report on Form 8-K dated February
                                      28, 2005 and incorporated herein by
                                      reference).

         2.1.1                        Agreement Altering Transaction Structure,
                                      dated February 28, 2005, among Exchange
                                      National Bancshares, Inc., Drexel
                                      Bancshares, Inc., and the shareholder
                                      representative of the shareholders of
                                      Drexel Bancshares, Inc. (filed as Exhibit
                                      2.1.1 to our Company's Current Report on
                                      Form 8-K dated February 28, 2005 and
                                      incorporated herein by reference).

         99.1                         Press Release of Exchange National
                                      Bancshares, Inc. dated May 2, 2005.
</Table>


                                      * * *


                                   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.


Dated: May 2, 2005
                                       By: James E. Smith
                                           -------------------------------------
                                           James E. Smith
                                           Chairman & CEO



                                       3
<PAGE>


                                  EXHIBIT INDEX


<Table>
<Caption>
Exhibit No.                  Description
- -----------                  -----------
<S>                          <C>
99.1                         Press Release of Exchange National Bancshares, Inc.
                             dated May 2, 2005.
</Table>



                                       4
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>c94869exv99w1.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>
<PAGE>


                                                                    EXHIBIT 99.1


                       EXCHANGE NATIONAL BANCSHARES, INC.
                        COMPLETES ACQUISITION OF BANK 10

                                  News Release

         JEFFERSON CITY, MO., May 2, 2005. Exchange National Bancshares, Inc.
(Nasdaq: EXJF), a multi-bank holding company headquartered in Jefferson City,
Missouri announced today that it completed its purchase of Bank 10, Belton,
Missouri, for approximately $33.98 million. Bank 10, with assets of
approximately $171.74 million, has offices in the Missouri communities of
Belton, Drexel, Harrisonville, Independence and Raymore. With the purchase,
total assets of the Exchange organization are approximately $1.150 billion.

         In making a joint announcement with Bank 10 CEO Joe Balentine, James E.
Smith, Chairman and CEO of Exchange stated that Exchange was delighted to be
expanding into some of the fastest growing areas surrounding Kansas City. "We
are a community bank with a community focus," said Smith. "We have a location in
Lee's Summit and are ready to provide quality products and services throughout a
broader Kansas City metropolitan area." Smith added, "The double bonus in the
transaction for us is to join with the outstanding board, officers and employees
of Bank 10. I have known Joe Balentine for a long time and his approach to
banking closely mirrors our own." Smith said that Exchange's plans were for Bank
10 to continue to operate as an independent entity under its own name and with
Joe Balentine as CEO. No personnel changes are anticipated.

         Balentine said that he purposefully did not place his bank on the
market, but indicated to Exchange last fall that if they were interested he
might be willing to listen. Balentine said "In deference to our employees and
customers, if we were to sell, I wanted to affiliate with an out-of-market
community banking group that would be interested in our organization, and not
just our customers. The other criterion was that we were only interested in
joining a quality group whose culture and philosophy are compatible with those
we have developed at Bank 10. Exchange easily met both requirements."

         Bank 10's capital accounts at December 31, 2004 totaled $13.64 million,
and its 2004 pretax Subchapter S income was $2.88 million. Restated on an
after-tax basis, Bank 10 would have had net income for the year of approximately
$1.87 million. Smith said that the transaction is expected to be immediately
accretive to Exchange's earnings per share.

         Bank 10 has been one of the faster growing banks in the Kansas City
area in recent years, growing from approximately $98.52 million in assets at the
end of 1999 to $171.74 million on December 31, 2004.

         Exchange National Bancshares, Inc., a multi-bank holding company
headquartered in Jefferson City, Missouri, is the parent company of The Exchange
National Bank of Jefferson City with locations in California, Tipton and St.
Robert; Citizens Union State Bank & Trust of



<PAGE>


Clinton with locations in Springfield, Lee's Summit, Branson, Windsor, Collins
and Osceola; Bank 10 with locations in Belton, Drexel, Harrisonville,
Independence and Raymore; and Osage Valley Bank of Warsaw.

         Statements made in this press release that suggest Exchange National
Bancshares' or management's intentions, hopes, beliefs, expectations, or
predictions of the future constitute "forward-looking statements" within the
meaning of Section 21E of the Securities and Exchange Act of 1934, as amended,
and include statements suggesting that the acquisition would be accretive to
Exchange's earnings per share. It is important to note that actual results could
differ materially from those projected in such forward-looking statements.
Factors that may cause actual results to differ materially from those
contemplated by such forward looking statements include, among other things, the
following possibilities: (i) revenues following the acquisition may be lower
than expected; (ii) competitive pressure among depository institutions may
increase significantly; (iii) costs related to the integration of Bank 10 may be
greater than expected; (iv) changes in the interest rate environment may reduce
interest margins; and (v) general economic conditions, either nationally or in
our market, may be less favorable than expected. Additional information
concerning factors that could cause actual results to differ materially from
those projected in such forward-looking statements is contained from time to
time in Exchange's quarterly and annual reports filed with the Securities and
Exchange Commission.

CONTACT:  Exchange National Bancshares
          Investor Relations:
          Kathleen Bruegenhemke,   573-761-6100
                       FAX:        573-761-6272


                                       ###



                                       2


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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