<PAGE> 1
SCHEDULE 14A INFORMATION
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
ALLEGIANT BANCORP, INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No Fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total Fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE> 2
[Allegiant Bancorp, Inc. Letterhead]
March 17, 1997
Dear Fellow Shareholders:
Our Annual Meeting of Shareholders will be held at the offices of Dash
Multi-Corp, Inc., 2500 Adie Road, Maryland Heights, Missouri, at 4:00 p.m.,
local time, on Thursday, April 17, 1997. The Notice of Annual Meeting of
Shareholders, Proxy Statement and proxy which accompany this letter outline
fully matters on which action is expected to be taken at the Annual Meeting.
We cordially invite you to attend the Annual Meeting. Even if you plan
to be present at the meeting, you are requested to date, sign and return the
enclosed proxy in the envelope provided so that your shares will be represented.
The mailing of an executed proxy will not affect your right to vote in person
should you later decide to attend the Annual Meeting.
Sincerely,
/s/ Marvin S. Wool
MARVIN S. WOOL
Chairman and Chief Executive Officer
<PAGE> 3
ALLEGIANT BANCORP, INC.
7801 FORSYTH BOULEVARD
ST. LOUIS, MISSOURI 63105
314-726-5000
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD THURSDAY, APRIL 17, 1997
Dear Shareholder:
The Annual Meeting of Shareholders of Allegiant Bancorp, Inc., a
Missouri corporation (the "Company"), will be held at the offices of Dash
Multi-Corp, Inc., 2500 Adie Road, Maryland Heights, Missouri 63043, on
Thursday, April 17, 1997, at 4:00 p.m. local time, for the following purposes:
1. To elect three (3) members of the Board of Directors.
2. To consider and act upon such other business as may
properly come before the meeting or any adjournment thereof.
The Company's Board of Directors has fixed the close of business
on February 28, 1997 as the record date for the determination of shareholders
entitled to notice of and to vote at the meeting and any adjournment thereof.
By Order of the Board of Directors,
MARVIN S. WOOL
Chairman and Chief Executive Officer
March 17, 1997
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE,
DATE AND SIGN THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE
ENCLOSED ENVELOPE TO ASSURE REPRESENTATION OF YOUR SHARES. NO
POSTAGE NEED BE AFFIXED IF MAILED IN THE UNITED STATES.
<PAGE> 4
ALLEGIANT BANCORP, INC.
7801 FORSYTH BOULEVARD
ST. LOUIS, MISSOURI 63105
314-726-5000
PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS TO BE
HELD ON THURSDAY, APRIL 17, 1997
-----------------
GENERAL
This Proxy Statement is furnished to the shareholders of
Allegiant Bancorp, Inc., a Missouri corporation (the "Company") in connection
with the solicitation of proxies for use at the Annual Meeting of
Shareholders to be held at the offices of Dash Multi-Corp, Inc., 2500 Adie
Road, Maryland Heights, Missouri 63043, at 4:00 p.m. local time, on Thursday,
April 17, 1997, and at any adjournment thereof (the "Annual Meeting"), for
the purposes set forth in the accompanying Notice of Annual Meeting of
Shareholders.
Your proxy is being solicited by the Board of Directors of the
Company. This proxy may be revoked at any time before it is voted by filing
a written notice of revocation or a later-dated proxy with the Secretary of
the Company at the principal offices of the Company or by attending the
Annual Meeting and voting the shares in person. Attendance alone at the
Annual Meeting will not of itself revoke a proxy. Proxies that are properly
executed, timely received and not revoked will be voted in the manner
indicated thereon at the Annual Meeting and any adjournment thereof.
This Proxy Statement, the Notice of Annual Meeting and the
accompanying proxy were first mailed to the shareholders of the Company on or
about March 21, 1997. The Company will bear the entire expense of soliciting
proxies. Proxies will be solicited by mail initially. The directors,
executive officers and employees of the Company may also solicit proxies
personally or by telephone or other means, but such persons will not be
specially compensated for such services. Certain holders of record, such as
brokers, custodians and nominees, are being requested to distribute proxy
materials to beneficial owners and will be reimbursed by the Company for
their reasonable expenses incurred in sending proxy materials to beneficial
owners.
Only shareholders of record at the close of business on February
28, 1997 are entitled to notice of, and to vote at, the Annual Meeting. On
such date, there were 2,838,685 shares of Common Stock, $.01 par value (the
"Common Stock"), issued and outstanding. The holder of each outstanding
share of Common Stock is entitled to one vote on each matter to be acted upon
at the Annual Meeting. Shares subject to abstentions will be treated as
shares that are present at the Annual Meeting for purposes of determining the
presence of a quorum and the approval of any matter submitted to the
shareholders for a vote. If a broker or other nominee holder indicates on
the proxy that it does not have discretionary authority to vote the shares it
holds of record on a proposal, those shares will not be considered as voted
for purposes of determining the approval of the shareholders on a particular
proposal.
<PAGE> 5
Cumulative voting is applicable to the election of the Company's
directors. In the election of directors, a shareholder is entitled to cast
as many votes as shall equal the number of shares he or she owns of Common
Stock multiplied by three, the number of directors to be elected at the
Annual Meeting. A shareholder may cast all votes for a single candidate or
may distribute them among two or more candidates as the shareholder may
decide. Each duly-executed proxy in the form enclosed will be voted for all
nominees listed on such proxy, unless otherwise directed in the proxy. If a
shareholder gives a proxy in the form enclosed but withholds authority to
vote for one or more of the nominees listed on the proxy, the number of votes
represented by such shareholder's proxy shall be divided equally, to the
extent practicable without creating fractional votes, among the remaining
nominees.
ITEM I. ELECTION OF DIRECTORS
Three individuals will be elected at the Annual Meeting to serve
as Class III directors of the Company for a term of three years. The three
nominees receiving the greatest number of votes at the Annual Meeting will be
elected.
The persons named as proxies on the accompanying proxy intend to
vote all duly executed proxies received by the Board of Directors for the
election of Marvin S. Wool, Leon A. Felman and C. Virginia Kirkpatrick as
Class III directors, except as otherwise directed by the shareholder on the
proxy. Messrs. Wool and Felman and Ms. Kirkpatrick are currently directors
of the Company. If for any reason Messrs. Wool or Felman or Ms. Kirkpatrick
becomes unavailable for election, which is not now anticipated, the persons
named in the accompanying proxy will vote for such substitute nominee as is
designated by the Board of Directors. The Board of Directors recommends a
vote "FOR" the election of Marvin S. Wool, Leon A. Felman and C. Virginia
Kirkpatrick as Class III directors.
The name, age, principal occupation or position and other
directorships with respect to Messrs. Wool and Felman and Ms. Kirkpatrick
and the other directors whose terms of office will continue after the Annual
Meeting is set forth below.
CLASS III NOMINEES - TO BE ELECTED FOR A TERM OF THREE YEARS
EXPIRING IN 2000
Marvin S. Wool, 68, has served as a director of the Company
since 1990 and as the Chairman and Chief Executive Officer of the Company and
Chairman of Allegiant Bank since March 1992. For more than the past five
years, Mr. Wool has served as the President and Chief Executive Officer of
Dash Multi-Corp, Inc., the holding company for ten subsidiary companies
located in Georgia, Mississippi, Missouri, New Jersey and California which
are in the chemical, cloth coating and carpet industries.
Leon A. Felman, 62, has been a director of the Company since
1992. For more than the past five years, Mr. Felman has been associated with
Sage Systems, Inc., a franchisee of Arby's restaurants in the St. Louis area,
and currently serves as its President and Chief Executive Officer.
C. Virginia Kirkpatrick, 63, has been a director of the
Company since 1990. Ms. Kirkpatrick has been President of CVK Personal
Management & Training Specialists, a business consulting and human resource
management firm, for more than the past five years.
-2-
<PAGE> 6
CLASS I - TO CONTINUE IN OFFICE UNTIL 1998
Kevin R. Farrell, 46, has served as a director of the Company
since 1989 and as Secretary of the Company since 1994. Mr. Farrell has been
President of St. Louis Steel Products, a steel fabricating company, for more
than the past five years.
John T. Straub, 48, has been a director of the Company since
1990. Since April 1992, Mr. Straub has been self-employed as a certified
public accountant. From December 1989 to April 1992, Mr. Straub served as
Chief Financial Officer of Group Five, Inc.
Lee S. Wielansky, 46, has been a director of the Company since
1990. Mr. Wielansky has been the President and Chief Executive Officer of
Midland Development Group, a real estate development company, for more than
the past five years.
CLASS II - TO CONTINUE IN OFFICE UNTIL 1999
Charles E. Polk, 36, has been a director of the Company since
1994. Mr. Polk has been a partner of Husch & Eppenberger, a law firm located
in St. Louis, Missouri, for more than the past five years.
Leland B. Curtis, 53, has been a director since March 21,
1996. He has also been a partner in the law firm of Curtis, Oetting, Heinz,
Garrett & Soule, a law firm located in St. Louis, Missouri for more than the
past five years.
Shaun R. Hayes, 37, has served as a director and as the
President of the Company since 1989. Additionally, Mr. Hayes has served as
President and Chief Executive Officer of Allegiant Bank since May 1992. From
1989 through 1994, Mr. Hayes served as Secretary of the Company.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Certain of the directors and officers of the Company and of
Allegiant Bank (the "Bank"), and members of their immediate families and
firms and corporations with which they are associated, have had transactions
with the Bank, including borrowing and investing in certificates of deposit
and repurchase agreements. All such loans and investments have been made in
the ordinary course of business, have been made on substantially the same
terms, including interest rates paid or charged and collateral required, as
those prevailing at the time for comparable transactions with unaffiliated
persons, and did not involve more than the normal risk of collectibility or
present other unfavorable features. As of February 28, 1997, the aggregate
outstanding amount of all loans to officers and directors of the Company and
to firms and corporations in which they have at least a 10% beneficial
interest was approximately $4.0 million, which represented approximately
18.5% of the Company's consolidated shareholders' equity at that date.
-3-
<PAGE> 7
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth information regarding the amount of
Common Stock beneficially owned, as of February 28, 1997, by each person who
is an executive officer, director or known by the Company to own beneficially
more than 5% of the Company's Common Stock, and all directors and executive
officers of the Company as a group:
<TABLE>
<CAPTION>
NAME OF NUMBER OF SHARES PERCENT
BENEFICIAL OWNER BENEFICIALLY OWNED<F1> OF CLASS
---------------- ---------------------- --------
<S> <C> <C>
Marvin S. Wool 443,446 <F2> 15.2%
Shaun R. Hayes 254,378 <F3> 8.7%
S. Kay Love 5,405 <F4> <F5>
Leon A. Felman 271,439 <F6> 9.5%
Kevin R. Farrell 155,873 <F7> 5.4%
Lee S. Wielansky 140,488 <F8> 4.9%
C. Virginia Kirkpatrick 93,427 <F9> 3.2%
John Straub 57,809<F10> 2.0%
Charles E. Polk 31,486<F11> 1.1%
Leland B. Curtis 8,703<F12> <F5>
James R. Gibson 184,721<F13> 6.5%
All directors and executive
officers as a group 1,462,454<F14> 50.4%
(10 persons)
<FN>
- ----------------------
<F1> Except as otherwise indicated, each individual has sole voting and
investment power over the shares listed beside his or her name. The
percentage calculations for beneficial ownership are based upon
2,838,685 shares of the Company's Common Stock that were issued and
outstanding as of February 28, 1997, plus, with respect to each
individual and for all directors and executive officers as a group,
the number of shares subject to options and warrants that may be
acquired upon exercise or conversion within 60 days.
<F2> Total includes: 44,587 shares held by the Dash Industries Pension Plan;
36,300 shares held in trusts for the benefit of Mr. Wool's children;
72,967 shares subject to presently exercisable stock options; and
9,909 shares subject to issuance upon exercise of warrants. Mr.
Wool's address is 2500 Adie Road, Maryland Heights, Missouri 63043.
<F3> Total includes: 4,760 shares held of record by Mr. Hayes' spouse, as to
which shares Mr. Hayes has shared voting and investment power; 85,781
shares subject to presently exercisable stock options; and 4,247
shares issuable upon exercise of warrants. Mr. Hayes' address is
7801 Forsyth Boulevard, St. Louis, Missouri 63105.
<F4> Total includes: 4,950 shares subject to presently exercisable stock
options.
-4-
<PAGE> 8
<F5> Less than one percent.
<F6> Total includes: 26,400 shares subject to presently exercisable stock
options and 7,078 shares issuable upon exercise of warrants. Mr.
Felman's address is 8860 Ladue Road, St. Louis, Missouri 63124.
<F7> Total includes: 41,615 shares held of record by Pentastar Family
Holdings, Inc.; 28,779 shares held by Mr. Farrell as custodian for
his four children; 1,210 shares held by United Missouri Bank of
Kansas City as Trustee for the IRA of Mr. Farrell's spouse; 2,750
shares held by Everen Clearing Corporation as custodian for Mr.
Farrell's family; 46,567 shares subject to presently exercisable
stock options; and 1,887 shares issuable upon exercise of warrants.
Mr. Farrell's address is 191 Rock Industrial Park, St. Louis, Missouri
63044.
<F8> Total includes: 14,486 shares held by Mr. Wielansky as custodian for his
three children; 38,276 shares held jointly with Mr. Wielansky's
spouse; 2,299 shares held by Shearson Lehman Brothers for the IRA of
Mr. Wielansky's spouse; 38,500 shares issuable upon exercise of stock
options; and 1,415 shares issuable upon exercise of warrants.
<F9> Total includes: 16,033 shares held jointly with Ms. Kirkpatrick's
spouse; 17,683 shares held by Paine Webber as Trustee for the IRA of
Ms. Kirkpatrick's spouse; 2,273 shares held jointly with Ms.
Kirkpatrick's son; 48,987 shares issuable upon exercise of stock
options; and 471 shares issuable upon exercise of warrants.
<F10> Total includes: 6,627 shares held by Mr. Straub's spouse's Trust
Agreement; 26,400 shares issuable upon exercise of stock options;
and 471 shares issuable upon exercise of warrants.
<F11> Total includes: 26,400 shares issuable upon exercise of stock options.
<F12> Total includes: 2,200 shares issuable upon exercise of stock options.
<F13> Total includes: 12,000 shares issuable upon exercise of stock options.
Mr. Gibson no longer serves as a director of the Company. Mr.
Gibson's address is 67 Signal Hill Road, Belleville, Illinois 62223.
<F14> Total Includes: 388,502 shares issuable upon exercise of stock options;
and 24,535 shares issuable upon exercise of warrants.
</TABLE>
-5-
<PAGE> 9
BOARD OF DIRECTORS AND COMMITTEES
During 1996, the Board of Directors of the Company met twelve times,
including regularly scheduled and special meetings. During the year all of
the incumbent directors attended at least 75% of all meetings held by the
Board of Directors and all committees upon which they served.
The Board of Directors has a standing Executive Committee, Audit
Committee, Directors' Responsibility Committee, Personnel Committee and
Directors' and Officers' Compensation Committee.
Executive Committee. Marvin S. Wool (Chairperson), Shaun R. Hayes,
C. Virginia Kirkpatrick, Kevin R. Farrell and Lee S. Wielansky are members of
the Executive Committee. The Executive Committee may exercise all powers of
the Board of Directors which may be lawfully delegated when the Board of
Directors is not in session. The Executive Committee met eight times during
1996.
Audit Committee. John T. Straub (Chairperson), Lee S. Wielansky and
Charles E. Polk are members of the Audit Committee. The Audit Committee's
duties include meeting with the independent auditors, management, internal
auditors and credit review personnel to periodically review the work of each
and ensure that each is properly discharging its responsibilities. The Audit
Committee met eight times during 1996.
Directors' Responsibility Committee. The members of the
Directors' Responsibility Committee are Leon A. Felman (Chairperson),
C. Virginia Kirkpatrick and John T. Straub. The Directors' Responsibility
Committee periodically reviews transactions between directors and the
Company to ensure compliance with various regulatory and other requirements.
The Director's Responsibility Committee met four times during 1996.
Personnel Committee. The members of the Personnel Committee are
C. Virginia Kirkpatrick (Chairperson), Marvin S. Wool and Shaun R. Hayes. The
Personnel Committee reviews the Company's employee training program and
participates in the recruitment and selection of certain key management
employees. The Personnel Committee met six times during 1996.
Directors' and Executives' Compensation Committee. The members
of the Directors' and Executives' Compensation Committee are Lee S. Wielansky
(Chairperson), Charles E. Polk and Leland B. Curtis. The Directors' and
Executives' Compensation Committee reviews and recommends the salaries and
other compensation of all directors and executive officers of the Company.
The Directors' and Executives' Compensation Committee met one time during
1996.
DIRECTORS' FEES
Directors are paid $700 per board meeting attended. Directors serving
on the Audit, Directors' Responsibility and Personnel Committees are paid
$250 per year, Directors serving on the Executive Committee receive $1,000
per year, Directors serving on the Directors' and Executives' Compensation
Committee were not paid compensation for serving on such committee, and
Directors serving on the Bank's Loan Committee receive $2,500 per year.
Directors also have received options under various stock option plans of the
Company. Directors and committee members may elect to receive fees due to
them from the Company in the form of shares of Common Stock valued at the net
book value of the shares as of the day of the Company's board meeting closest
to the end of each calendar quarter in which the subject fees are earned.
-6-
<PAGE> 10
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth the compensation of the Company's
Chief Executive Officer and President. The Company's President was the only
executive officer whose aggregate salary and bonus exceeded $100,000 during
1996.
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
------------------- ----------------------
SECURITIES
RESTRICTED UNDERLYING
OTHER ANNUAL STOCK OPTIONS/ ALL OTHER
SALARY BONUS COMPENSATION AWARDS SARs COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($) ($) ($) ($) ($)
- --------------------------- ---- ------ ----- ------------ ---------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Marvin S. Wool 1996 39,039 13,500 9,800<F1> -- -- --
Chairman and Chief 1995 30,000 10,000 6,418<F1> -- -- --
Executive Officer of the 1994 -- -- 4,933<F1> -- -- --
Company and Chairman of
Allegiant Bank
Shaun R. Hayes 1996 175,634<F2> 13,500 10,450<F5> -- -- --
President of the Company 1995 165,332<F2> 30,000 4,620<F4> -- -- --
and President and Chief 1994 146,529<F2> -- 2,989<F4> -- 48,400<F3> --
Executive Officer of
Allegiant Bank
<FN>
- ----------------------
<F1> Amounts reported consist only of Directors' Fees.
<F2> Mr. Hayes' salary includes $240, $332 and $364 paid in 1996, 1995 and
1994, respectively, for the private use of a Company-supplied
automobile.
<F3> In December 1994, the Board of Directors approved the Phantom Stock
Plan for the President of the Company, under which the Company agreed
to pay a cash award to the President based upon the increase in book
value of 40,000 shares of Common Stock from December 31, 1994, until
the earlier of: (i) December 31, 1998; or (ii) the end of the year
immediately preceding the year that the President's employment with
the Company terminates. Due to the 10% stock dividend effective
January 1996 and the 10% stock dividend effective January 1997, the
award now relates to 48,400 shares.
<F4> Amounts reported consist only of matching contributions by the Company
to Mr. Hayes' 401(k) plan.
<F5> Amounts reported consist only of Directors' Fees of $5,700 and matching
contributions by the Company of $4,750 to Mr. Hayes' 401(k) plan.
</TABLE>
-7-
<PAGE> 11
The following presents certain information concerning stock options
granted to the named executive officers during the year ended December 31,
1996, and year-end stock option values. No stock options were exercised by
the named executive officers during the year ended December 31, 1996.
OPTION/SAR GRANTS IN LAST YEAR
The following table sets forth information concerning stock option
grants made in 1996 to the individuals named in the Summary Compensation
Table. No SARs were granted to the named individuals in 1996.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
---------------------------------------------------------
NUMBER OF
SECURITIES PERCENT OF TOTAL
UNDERLYING OPTION/SARs
OPTIONS/SARs GRANTED TO EXERCISE OR
GRANTED EMPLOYEES IN BASE PRICE EXPIRATION
NAME ($) YEAR ($/Sh) DATE
---- ------------ ----------------- ----------- ----------
<S> <C> <C> <C> <C>
Marvin S. Wool 11,000<F1> $13.18 4/15/01
5,500<F1> 11.69% $11.75 4/15/01
Shaun R. Hayes 11,000<F1> $13.18 4/15/01
5,500<F1> 11.69% $11,75 4/15/01
<FN>
- ---------------------
<F1> Options granted to the recipient pursuant to the Company's Directors'
Stock Option Plan.
</TABLE>
<TABLE>
AGGREGATED OPTION/SAR EXERCISES IN LAST YEAR AND YEAR-END
OPTION/SAR VALUES
<CAPTION>
VALUE OF UNEXERCISED,
NUMBER OF UNEXERCISED IN-THE-MONEY OPTIONS/SARs
OPTIONS/SARs AT AT YEAR-END
YEAR-END (#) ($)
SHARES ------------------------------ ---------------------------
ACQUIRED ON
EXERCISE VALUE REALIZED
NAME (#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- -------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Marvin S. Wool -- -- 72,967 -- 382,467 --
Shaun R. Hayes -- -- 84,167 53,241 487,609 123,829
<FN>
- ----------------------
<F1> Based on the Company's Common Stock closing price on December 31, 1996 of
$12.25.
</TABLE>
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors, executive officers and persons who own more than ten
percent of the Company's outstanding stock ("Reporting Persons") to file
reports of ownership and changes in ownership with the Securities and
Exchange Commission. During 1996, to the best of the Company's knowledge,
all Section 16(a) filing
-8-
<PAGE> 12
requirements applicable to Reporting Persons were complied with except that
Leland B. Curtis failed to file on a timely basis a Form 4 with respect to
a single acquisition of 307 shares of Common Stock.
INDEPENDENT ACCOUNTS
BDO Seidman, L.L.P. served as the Company's independent
accountants for fiscal 1996 and has been selected by the Board of Directors
to continue in such capacity during 1997. The Board of Directors anticipates
that a representative of BDO Seidman, L.L.P. will be present at the Annual
Meeting with the opportunity to make a statement if he or she so desires. A
representative of such firm also will be available to respond to appropriate
questions from shareholders.
PROPOSALS OF SHAREHOLDERS
Proposals of shareholders intended to be presented at the 1997
Annual Meeting of Shareholders must be received by the Company by November
20, 1997, for inclusion in the Company's Proxy Statement and proxy relating
to that meeting. Upon receipt of any such proposal, the Company will
determine whether or not to include such proposal in the Proxy Statement and
proxy in accordance with regulations governing the solicitation of proxies.
OTHER MATTERS
As of the date of this Proxy Statement, the Board of Directors of
the Company does not intend to present, nor has it been informed that other
persons intend to present, any matters for action at the Annual Meeting,
other than those specifically referred to herein. If, however, any other
matters should properly come before the Annual Meeting, it is the intention
of the persons named on the Proxy to vote the shares represented thereby in
accordance with their judgment as to the best interest of the Company on such
matters.
By Order of the Board of Directors,
MARVIN S. WOOL
Chairman and Chief Executive Officer
March 17, 1997
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<PAGE> 13
ALLEGIANT BANCORP, INC.
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
APRIL 17, 1997
The undersigned hereby appoints Shaun R. Hayes and Kevin R.
Farrell, and each of them, with or without the other, proxies, with full
power of substitution to vote as designated below, all shares of stock of
Allegiant Bancorp, Inc. (the "Company") that the undersigned signatory hereof
is entitled to vote at the Annual Meeting of Shareholders of the Company to
be held at the offices of Dash Multi-Corp., 2500 Adie Road, Maryland Heights,
Missouri 63043, on Thursday, April 17, 1997, at 4:00 p.m., and all
adjournments thereof, all in accordance with and as more fully described in
the Notice and accompanying Proxy Statement for such meeting, receipt of
which is hereby acknowledged.
1. Election of Directors:
/ / FOR all nominees listed below / / WITHHOLD AUTHORITY to vote
(except as written to the for nominees listed below
contrary below)
MARVIN S. WOOL, LEON A. FELMAN and C. VIRGINIA KIRKPATRICK
(INSTRUCTION: To withhold authority to vote for any individual nominee,
write that nominee's name in the space provided below.)
------------------------------------------------------------------------
2. To transact any and all other business which may properly come before
the meeting or any adjournment thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER(S). IF NO DIRECTION IS MADE, THIS
PROXY WILL BE VOTED "FOR" THE ELECTION OF THE NOMINEES LISTED.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The Board of Directors Recommends Voting "For" the Election of
MARVIN S. WOOL, LEON A. FELMAN AND C. VIRGINIA KIRKPATRICK
as Directors as Set Forth in Item No. 1 Above.
SIGN
HERE___________________________________
SIGN
HERE__________________________________
Please date and sign in the exact
name in which you own the
Company's Common Stock.
Executors, administrators,
trustees and others acting in a
representative or fiduciary
capacity should so indicate when
signing.
Dated_________________________
