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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): AUGUST 29, 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 2. ACQUISITION OR DISPOSITION OF ASSETS
On September 4, 1997, Allegiant Bank (the "Bank"), a Missouri
state-chartered bank and wholly-owned subsidiary of Allegiant Bancorp, Inc.,
a Missouri corporation (the "Registrant"), acquired two branch offices (the
"Branches") of Roosevelt Bank, a Missouri state-chartered bank and
wholly-owned subsidiary of Mercantile Bancorporation Inc., located in
Warrenton, Missouri and Union, Missouri. Pursuant to the Deposit Transfer
and Asset Purchase Agreements, dated May 8, 1997, between the Registrant and
Roosevelt Bank, the Bank: (1) assumed deposit liabilities relating to the
Branches of approximately $98.1 million; (2) acquired real property owned by
Roosevelt Bank for operation of the Branches and the related automated teller
machines, furniture, fixtures, equipment and other operating assets with an
aggregate value of approximately $0.8 million; and (3) acquired consumer
loans of Roosevelt Bank of approximately $3.0 million. In addition, the
Registrant received approximately $85.1 million in cash, net of a premium of
approximately $9.2 million (the difference in the value of the assets
acquired and the liabilities assumed, which may be deemed to be the purchase
price). The terms of the transaction were negotiated on an arm's-length
basis by non-affiliated parties.
Prior to completion of the transaction, Roosevelt Bank provided
personal and commercial banking and related financial services from the
Branches. The Bank will continue to provide such services from the Branches
post-acquisition, thus extending its services into market areas that are
contiguous to the Bank's established market areas. With the acquisition of
the Branches, the Bank now holds approximately 33% of the total deposits held
by FDIC-insured institutions in the Warrenton area and approximately 5% of
the total deposits held by FDIC-insured institutions in the Union area.
The Bank provides personal and commercial banking and related
financial services from seven locations in the St. Louis area, one location
in the Warrenton area, one location in the Union area and two locations in
Northeast Missouri. As of June 30, 1997, the Registrant reported, on a
consolidated basis, $427.5 million in total assets, $315.0 million in total
deposits and $22.0 million in shareholders' equity.
ITEM 5. OTHER EVENTS
On August 29, 1997, the Registrant acquired Reliance Financial,
Inc., a Delaware corporation ("Reliance"), through the merger of Reliance
with and into the Registrant. Pursuant to the Agreement and Plan of Merger
(the "Merger Agreement"), dated March 20, 1997, by and between the Registrant
and Reliance, each outstanding share of common stock, $.10 par value, of
Reliance was converted into the right to receive 1.4070 shares of common
stock, $.01 par value, of the Registrant ("Common Stock"). In connection
with the merger, the Registrant issued approximately 784,650 shares of Common
Stock. Reliance Federal Savings and Loan Association of St. Louis County
("Reliance Federal"), which prior to the merger was a wholly-owned subsidiary
of Reliance, operates one branch office in St. Louis County, Missouri and
will maintain its thrift charter and continue to operate as a separate
subsidiary of the Registrant with its former management and staff and under
the name Allegiant Bank, FSB.
As of June 30, 1997, Reliance reported, on a consolidated basis,
total assets of $30.3 million, total deposits of $23.1 million, total loans
of $19.1 million, and stockholders' equity of $6.9 million.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of businesses acquired. The
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Registrant believes that, based on the criteria in Reg. Sec. 210.11-1(d), the
acquisition of the Branches did not involve the acquisition of a "business"
within the meaning of Item 7 and, therefore, is not providing the financial
statements required thereby. The Registrant intends to file an audited
statement of assets acquired and liabilities assumed as soon as is
practicable, but not later than 60 days after the date on which this report
is required to be filed.
(b) Pro forma financial information. See Item 7(a) above.
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(c) Exhibits. See Exhibit Index.
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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: September 8, 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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<C> <S>
2.1 Agreement and Plan of Merger between Allegiant and Reliance dated as
of March 20, 1997 filed as Exhibit 2.1 of Amendment No. 1 to the
Registration Statement on Form S-4 (Reg. No. 333-26433) is
incorporated herein by this reference.
10.1 Deposit Transfer and Asset Purchase Agreement, dated May 8, 1997,
between Roosevelt Bank and Allegiant Bancorp, Inc. filed as Exhibit 10.15
of Amendment No. 1 to the Registration Statement on Form S-4 (Reg. No.
333-26433) is incorporated herein by this reference.
10.2 Deposit Transfer and Asset Purchase Agreement, dated May 8, 1997,
between Roosevelt Bank and Allegiant Bancorp, Inc. filed as Exhibit 10.16
of Amendment No. 1 to the Registration Statement on Form S-4 (Reg. No.
333-26433) is incorporated herein by this reference.
99.1 Press Release dated September 9, 1997.
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[letterhead of Allegiant Bancorp, Inc.]
NEWS EDITOR: for further information
on this news release, please contact:
Shaun R. Hayes, President (314) 726-5000
or Marvin S. Wool, Chairman & CEO
(314) 432-3200
FOR IMMEDIATE RELEASE
ALLEGIANT BANCORP, INC. ANNOUNCES 25% INCREASE IN QUARTERLY
CASH DIVIDEND FOR 1998 AND A FIVE-FOR-FOUR STOCK SPLIT IS DECLARED, PLUS
COMPLETION OF PREVIOUSLY ANNOUNCED ACQUISITIONS
St. Louis, MO-September 9, 1997 Allegiant Bancorp, Inc., (NASDAQ National
Market symbol: ALLE) a St. Louis-headquartered bank holding company, today
announced that its Board of Directors changed its dividend policy to increase
by 25% the quarterly cash dividend rate, beginning with the regular quarterly
dividend payable in April, 1998.
The Board declared a five-for-four common stock split (in the form of a
25% stock dividend) to shareholders of record on January 7, 1998, payable on
January 21, 1998.
In accordance with the Company's pre-existing dividend policy, the
Directors also declared the regular quarterly dividend of 3 cents per share
of common stock to holders of record September 30, 1997, payable October 15,
1997.
In accordance with the newly adopted dividend policy, starting with the
first quarter of 1998, the regular quarterly cash dividend will be 3 cents per
share, representing a 25% increase (adjusted for the five-for-four stock
split).
Marvin S. Wool, Chairman and CEO, noted that this will be the fifth
consecutive year in which the company's shareholders will benefit from both a
stock dividend or a stock split and a higher cash dividend. Mr. Wool stated
that Allegiant's continuing pattern of growth--coupled with record assets,
deposits and loan growth--was the primary factor in the Board's decision to
again raise the cash dividend and declare another stock split.
Allegiant also reported that on August 29, 1997 it completed the
acquisition of Reliance Financial, Inc. and on September 4, 1997, it acquired
two branches formerly owned by Roosevelt Bank located in Warrenton and Union,
Missouri.
As of June 30, 1997, Allegiant Bancorp, Inc. reported on a consolidated
basis, total assets of $427.5 million, total loans of $347.6 million, and total
deposits of $315.0 million. As of June 30, 1997, Reliance Financial, Inc.
reported total assets of $30.3 million, total loans of $19.1 million, and
total deposits of $23.1 million. The Warrenton and Union branches acquired
from Roosevelt reported combined total deposits of $98.1 million and total
loans of $3.0 million as of September 4, 1997. As a result of the acquisitions,
the Company's total assets exceed $575.0 million.
Allegiant Bancorp, Inc. is the parent company of Allegiant Bank,
Allegiant Bank, FSB f/k/a Reliance Federal Savings and Edge Mortgage Services,
Inc. The Bank's subsidiaries operate fourteen banking centers in St. Louis and
Northeast Missouri. Allegiant offers commercial and retail products and
financial services to its customers, including mortgages, home equity credit
lines, debit cards and free checking.
