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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
Date of Report (Date of earliest event reported): JULY 26, 2000
EQUALITY BANCORP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 333-30469 43-1785126
(State or other (Commission File (I.R.S. Employer
jurisdiction of \ Number) Identification
organization) Number)
9920 WATSON ROAD
ST. LOUIS, MISSOURI 63126
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (314) 965-7090
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ITEM 5. OTHER EVENTS.
Allegiant Bancorp, Inc., a Missouri corporation ("Allegiant"),
entered into an Agreement and Plan of Merger, dated as of July 26, 2000 (the
"Merger Agreement"), by and among Allegiant, Allegiant Acquisition
Corporation, a wholly owned subsidiary of Allegiant ("Acquisition Corp."),
and Equality Bancorp, Inc. ("Equality"), pursuant to which Equality will
become a wholly owned subsidiary of Allegiant by means of a merger of
Acquisition Corp. with and into Equality (the "Merger"). Allegiant, a bank
holding company registered under the Bank Holding Company Act of 1956, as
amended, had total assets of approximately $827 million as of June 30, 2000.
Equality, a savings and loan holding company registered under the Home
Owners' Loan Act of 1933, as amended, had total assets of approximately $329
million as of June 30, 2000.
The Merger Agreement provides that the consummation of the Merger
is subject to the satisfaction or waiver, if applicable, of certain
conditions precedent, including (i) the requisite approval by the
stockholders of Equality (the "Equality Stockholders") of the Merger
Agreement, (ii) the requisite approval by the shareholders of Allegiant with
respect to the issuance of common stock of Allegiant to the Equality
Stockholders pursuant to the Merger Agreement, (iii) the requisite approval
of the Board of Governors of the Federal Reserve System, the Office of Thrift
Supervision and any other required banking authorities, (iv) the filing of,
and the receipt of an order of effectiveness with respect to, a Registration
Statement by Allegiant with respect to the shares of common stock of
Allegiant to be issued to the Equality Stockholders pursuant to the Merger
Agreement, (v) the written opinion of counsel to the effect that the Merger
will constitute a tax free reorganization under the Internal Revenue Code of
1986, as amended, (vi) the receipt by each of Allegiant and Equality of a
written fairness opinion from its respective independent financial advisor,
(vii) the approval for listing by the Nasdaq National Market of the shares of
common stock of Allegiant to be issued to the Equality Stockholders pursuant
to the Merger Agreement and (viii) all material consents or approvals of
governmental agencies or bodies required in connection with the Merger. The
Merger will become effective upon the filing of a Certificate of Merger with
the Secretary of State of the State of Delaware, or at such later date or
time as may be set forth in the Certificate of Merger (the "Effective Time").
At the Effective Time, and subject to certain adjustments, each
issued and outstanding share of Equality common stock held by the Equality
Stockholders immediately prior to the Effective Time will be automatically
converted into the right to receive 1.118 shares of Allegiant common stock.
Concurrently with the execution of the Merger Agreement, Allegiant
and Equality entered into a Stock Option Agreement (the "Option Agreement")
pursuant to which Equality issued Allegiant an option (the "Option") to
purchase up to 474,000 shares of Equality common stock at an exercise price
of $9.50 per share. The Option was granted by Equality as a condition of and
in consideration for Allegiant entering into the Merger Agreement.
The occurrence of certain events described below could cause the
Option to become exercisable, which could significantly increase the cost to
a potential acquiror of acquiring Equality compared to the cost had the
Option Agreement not been entered into. Consequently, the Option may have
the effect of discouraging persons who might now or prior to the consummation
of the Merger be interested in acquiring Equality (or a significant interest
in Equality) from considering or proposing such an acquisition, even if such
persons were prepared to pay a higher price per share for Equality common
stock than the price per share as provided by the Merger Agreement, or may
result in a potential acquiror
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proposing to pay a lower per share price than it might otherwise have proposed
to pay.
The maximum number of shares issuable pursuant to the Option
represents 19.9% of the issued and outstanding shares of Equality common
stock. In the event Allegiant acquires shares pursuant to the Option, it
could vote those shares in the election of directors of Equality and other
matters requiring a stockholder vote, thereby potentially having a material
impact on the outcome of such matters.
Allegiant may exercise the Option, in whole or in part, at any time
or from time to time until the occurrence of an Exercise Termination Event
(as defined below) if, but only if both a Triggering Event (as defined below)
and an Exercise Event (as defined below) shall have occurred before the
exercise of the Option. Each of the following shall be an "Exercise
Termination Event": (i) the Effective Time of the Merger; (ii) the
termination of the Merger Agreement (a) by mutual agreement of the parties,
(b) as a result of the issuance of a final nonappealable denial of a required
regulatory approval or the issuance of a final nonappealable order enjoining
the transactions contemplated by the Merger Agreement, (c) in the event that
the Merger shall not have been consummated on or before March 31, 2001 or (d)
in the event of a material breach or failure to perform by Allegiant which is
not remedied within 30 days of notification of such breach or failure to
perform; (iii) the termination of the Merger Agreement in accordance with the
provisions thereof if such termination occurs before the occurrence of a
Triggering Event; or (iv) the passage of nine months after termination of the
Merger Agreement (other than a termination of the Merger Agreement pursuant
to (ii) above) if such termination follows the occurrence of a Triggering
Event.
The term "Triggering Event" means any of the following events or
transactions: (i) Equality or its wholly-owned subsidiary, Equality Savings
Bank, a state chartered savings bank ("Savings Bank"), without having
received Allegiant's prior written consent, shall have entered into an
agreement to engage in an Acquisition Transaction (as defined below) with any
person other than Allegiant or any of its affiliates, the Board of Directors
of Equality shall have recommended that the Equality Stockholders approve or
accept any Acquisition Transaction other than as contemplated by the Merger
Agreement, the Board of Directors of Equality shall have withdrawn its
recommendation or failed to recommend that the Equality Stockholders vote for
the Merger Agreement and the Merger or Equality shall have acted
inconsistently with the terms of the Merger Agreement; (ii) any person other
than Allegiant or an affiliate of Allegiant shall have acquired beneficial
ownership or the right to acquire beneficial ownership of, or commenced a
tender offer or exchange offer for, 25% or more of the outstanding shares of
Equality common stock; (iii) any person other than Allegiant or an affiliate
of Allegiant shall have made a bona fide proposal to Equality or Savings Bank
by public announcement or written communication that is or becomes the
subject of public disclosure to engage in an Acquisition Transaction; or (iv)
any person other than Allegiant or an affiliate of Allegiant, other than in
connection with a transaction to which Allegiant has given its prior written
consent, shall have filed an application or notice with the Office of Thrift
Supervision or other federal or state bank regulatory authority, which
application or notice has been accepted for processing, for approval to
engage in an Acquisition Transaction. The term "Acquisition Transaction"
means (a) a merger, consolidation, share exchange or similar business
combination transaction involving Equality or Savings Bank, (b) a purchase,
lease or other acquisition of 25% or more of the assets of Equality or
Savings Bank or (c) a purchase or other acquisition (including by way of
merger, consolidation, share exchange or otherwise) of securities
representing 25% or more of the voting power of Equality or Savings Bank.
The term "Exercise Event" means either of the following events or
transactions: (i) the acquisition by any person of beneficial ownership of
25% or more of the then outstanding Equality common stock without giving
effect to any shares subject to or issued pursuant to the Option; or (ii) the
execution by Equality or Savings Bank of an agreement for an Acquisition
Transaction with any person other than Allegiant or any of its affiliates.
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ITEM 7. EXHIBITS
1.1 Agreement and Plan of Merger, dated as of July 26, 2000, by
and among Allegiant Bancorp, Inc., Allegiant Acquisition
Corporation and Equality Bancorp, Inc. incorporated by
reference.
1.2 Stock Option Agreement, dated as of July 26, 2000, by and
between Allegiant Bancorp, Inc. and Equality Bancorp, Inc.
incorporated by reference.
99.1 Press Release dated July 26, 2000 incorporated by reference.
* * *
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, Allegiant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: August 14, 2000
EQUALITY BANCORP, INC.
By /s/ Michael A. Deelo
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Michael A. Deelo, Chief Financial Officer
