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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): MARCH 20, 1997
ALLEGIANT BANCORP, INC.
(Exact name of registrant as specified in its charter)
MISSOURI 0-26350 43-1519382
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification
organization) Number)
7801 FORSYTH BOULEVARD
ST. LOUIS, MISSOURI 63105
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (314) 726-5000
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ITEM 5. OTHER EVENTS.
Allegiant Bancorp, Inc., a Missouri corporation ("Allegiant"),
executed an Agreement and Plan of Merger (the "Merger Agreement") dated March
20, 1997 with Reliance Financial, Inc., a Delaware corporation ("Reliance"),
whereby Allegiant will acquire Reliance through the merger of Reliance with
and into Allegiant (the "Merger"). Allegiant, a bank holding company
registered under the Bank Holding Company Act of 1956, as amended, and
Reliance, a savings and loan holding company registered under the Home
Owners' Loan Act of 1933, as amended, had total assets of approximately
$377.6 million and $31.7 million, respectively, as of December 31, 1996.
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 of the Merger
Agreement by the shareholders of Allegiant (the "Allegiant Shareholders") and
the stockholders of Reliance (the "Reliance Stockholders"), (ii) the
requisite approval of the Board of Governors of the Federal Reserve System,
the Office of Thrift Supervision and any other required banking authorities,
(iii) the written opinion of counsel with respect to the tax-free nature of
the Merger to holders of Reliance common stock (other than cash paid in lieu
of fractional shares and to stockholders who perfect their appraisal rights
pursuant to Delaware law), (iv) the receipt by each of Allegiant and Reliance
of a written fairness opinion from its respective independent financial
advisor, and (v) all material consents or approvals of governmental agencies
or bodies required in connection with the Merger. Any of the conditions to
the Merger, other than the requirements of approval by (a) the Allegiant
Shareholders, (b) the Reliance Stockholders and (c) the regulatory
authorities, may be waived by the parties. The consummation of the Merger
will occur after the satisfaction or waiver of all of the conditions
precedent to the Merger and the Merger will become effective upon the later
of (y) filing of the Certificate of Merger with the Secretary of State of the
State of Delaware and (z) the issuance of a Certificate of Merger by the
Office of the Secretary of State of the State of Missouri (the "Effective
Time").
At the Effective Time, and subject to certain adjustments, each
outstanding share of Reliance common stock held by the Reliance Shareholders
immediately prior to the Effective Time will automatically be converted into
the right to receive 1.6741 shares of Allegiant common stock, subject to
downward adjustment if Allegiant's average stock price is greater than $14.50
per share during a specified period prior to the closing of the transaction.
Concurrent with the execution of the Merger Agreement, Allegiant
and Reliance entered into a Stock Option Agreement (the "Option Agreement")
pursuant to which Reliance issued Allegiant an option (the "Option") to
purchase up to 46,775 shares of Reliance common stock at an exercise price of
$16.00 per share (the "Option Price"). The Option was granted by Reliance as
a condition of and in consideration for Allegiant's 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 Reliance 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 Reliance (or a significant interest
in Reliance) from considering or proposing such an acquisition, even if such
persons were prepared to pay a higher price per share for Reliance common
stock than the price per share as provided by the Merger Agreement, or may
result in a potential acquiror proposing to pay a lower per share price than
it might otherwise have proposed to pay.
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The maximum number of shares issuable pursuant to the Option
would represent 9.9% of the issued and outstanding shares of Reliance common
stock upon exercise of the Option. In the event Allegiant acquires shares
pursuant to the Option, it could vote those shares in the election of
directors of Reliance and other matters requiring a stockholder vote, thereby
potentially having a material impact on the outcome of such matters.
If not then in material breach of the Merger Agreement, Allegiant
may exercise the Option, in whole or in part, at any time or from time to
time if a Purchase Event (as defined below) has occurred; provided, however,
that (i) to the extent the Option has not been exercised, it will terminate
and be of no further force and effect upon the earliest to occur of (A) the
Effective Time, and (B) the termination of the Merger Agreement in accordance
with its terms, provided that if the Merger Agreement is terminated, as
specified in the Option Agreement, the Option would be exercisable until the
date that is 12 months following such termination, (ii) if the Option cannot
be exercised on such day because of any injunction, order or similar
restraint issued by a court of competent jurisdiction, the Option will expire
on the 30th business day after such injunction, order or restraint has been
dissolved or when such injunction, order or restraint has become permanent
and no longer subject to appeal, as the case may be and (iii) any such
exercise will be subject to compliance with applicable law, including the
Bank Holding Company Act of 1956, as amended, and the Home Owners Loan Act.
"Purchase Event" means any of the following events: (i) Reliance
or any of its subsidiaries, without having received prior written consent
from Allegiant, enters into, authorizes, recommends, proposes or publicly
announces its intention to enter into, authorize, recommend or propose an
agreement, arrangement or understanding with any person (other than Allegiant
or any of its subsidiaries) to (A) effect a merger, consolidation or similar
transaction involving Reliance or any of its subsidiaries, (B) purchase,
lease or otherwise acquire 15% or more of the assets of Reliance or any of
its subsidiaries or (C) purchase or otherwise acquire (including by way of
merger, consolidation, share exchange or similar transaction) beneficial
ownership of securities representing 20% or more of the voting power of
Reliance or any of its subsidiaries; (ii) any person (other than Allegiant or
any subsidiary of Allegiant, or Reliance or any subsidiary of Reliance in a
fiduciary capacity) acquires beneficial ownership or the right to acquire
beneficial ownership of 30% or more of the voting power of Reliance; or (iii)
the holders of Reliance common stock do not approve the Merger Agreement at
the Special Meeting of Stockholders (as defined in the Merger Agreement), the
Special Meeting of Stockholders is not held or is cancelled prior to
termination of the Merger Agreement in accordance with its terms or
Reliance's Board of Directors withdraws or modifies in a manner adverse to
Allegiant the recommendation of Reliance's Board of Directors with respect to
the Merger Agreement, or shall not have recommended to the stockholders of
Reliance the adoption of the Merger Agreement, in each case after an
Extension Event.
"Extension Event" means any of the following events: (i) a
Purchase Event; (ii) any person (other than Allegiant or any of its
subsidiaries) "commences" (as such term is defined in Rule 14d-2 under the
Act), or files a registration statement under the Securities Act with respect
to, a tender offer or exchange offer to purchase shares of Reliance common
stock such that, upon consummation of such offer, such person would have
beneficial ownership or the right to acquire beneficial ownership of 30% or
more of the voting power of Reliance for a value per share of Reliance common
stock in excess of $16.00; or (iii) any person (other than Allegiant or any
subsidiary of Allegiant, or Reliance or any subsidiary of Reliance in a
fiduciary capacity) publicly announces its willingness, or publicly announces
a proposal, or publicly discloses an intention to make a proposal, (x) to
make an offer described in clause (ii) above or (y) to engage in a
transaction described in clause (i) above at a price per share of Reliance
common stock in excess of $16.00.
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Subject to extension as provided in the Option Agreement, after a
Purchase Event and prior to termination of the Option, subject to regulatory
approval, Reliance is required, upon Allegiant's request, to repurchase the
Option with respect to any unexercised share and/or the shares of Reliance
common stock purchased pursuant to the exercise of the Option from Allegiant,
at a price based on the market price or the highest price per share at which
a tender or exchange offer has been made for shares of Reliance common stock
(the "Market Price"), in the case of a repurchase of shares purchase pursuant
to the exercise of the Option, or the amount by which the Market Price
exceeds the Option Price, in the case of a repurchase of the Option.
The parties anticipate consummating the Merger on or before
September 30, 1997.
ITEM 7. EXHIBITS
99.1 Press Release dated March 20, 1997
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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: March 31, 1997
ALLEGIANT BANCORP, INC.
By /s/ Shaun R. Hayes
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Shaun R. Hayes, President
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<TABLE>
EXHIBIT INDEX
<CAPTION>
Exhibit No. Description
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<S> <C>
99.1 Press Release dated March 20, 1997.
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Exhibit 99.1
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NEWS FOR IMMEDIATE RELEASE
Contact:
Shaun R. Hayes John E. Bowman
President President
Allegiant Bancorp, Inc. Reliance Financial, Inc.
(314) 726-5000 (314) 631-7500
NASDAQ/NMS Symbol: "ALLE"
ALLEGIANT BANCORP, INC.
TO MERGE WITH
RELIANCE FINANCIAL, INC.
ST. LOUIS, MO., March 20, 1997 -- Marvin S. Wool, Chairman and Chief
Executive Officer, Allegiant Bancorp, Inc., St. Louis, Missouri
("Allegiant"), and John E. Bowman, President and Chief Executive Officer,
Reliance Financial, Inc. ("Reliance"), today jointly announced that they have
entered into a definitive agreement that provides for the merger of Allegiant
and Reliance. After the merger, Reliance Federal Savings and Loan
Association of St. Louis County, Reliance's wholly owned subsidiary, will
maintain its thrift charter and continue to operate as a separate subsidiary
with its current management and staff.
The agreement provides for the acquisition by Allegiant of all of the
capital stock of Reliance in exchange for consideration of 1.6741 shares of
Allegiant common stock per share of Reliance common stock. The acquisition
is expected to be completed on or about September 30, 1997 and is subject to,
among other things, regulatory approval and the approval of the shareholders
of Allegiant and the stockholders of Reliance.
Allegiant, operating out of six locations in St. Louis and two
locations in Northeast Missouri, had at December 31, 1996, $377.6 million in
total assets, $308.7 million in deposits and $16.4 million in shareholders'
equity.
Reliance, operating out of one location in St. Louis, had at December
31, 1996, $31.7 million in total assets, $23.9 million in deposits and $6.8
million in stockholders' equity.
Mr. Wool said that Allegiant looks forward to providing a full range of
banking services to the customers of Reliance. "We will offer a full range
of commercial and consumer loans, as well as other customary banking services
to the current customers of Reliance as well as to the communities that it
serves."
Mr. Bowman said that he looked forward to working with Allegiant during
this transaction and believes that the customers of Reliance will benefit
from Reliance's association with a larger financial institution that has
greater resources. Gerhard Lubbes, Chairman of the Board of Reliance and son
of the founder of Reliance Federal Savings said: "We have come to know the
Allegiant management and believe the customers of Reliance Federal Savings
and the Affton community will continue to benefit from the additional banking
services that will now be available to them."
