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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
AMENDMENT NO. 1
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 an indirect
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 $95.7 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 $0.9 million; and (3) acquired consumer loans
of Roosevelt Bank of approximately $2.9 million. In addition, the Registrant
received approximately $83.1 million in cash, net of a premium of
approximately $8.7 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 eight locations in the St. Louis area, one location in the
Warrenton area, one location in the Union area and three locations in Northeast
Missouri. As of September 30, 1997, the Registrant reported, on a
consolidated basis, $578.7 million in total assets, $473.4 million in total
deposits and $34.9 million in shareholders' equity.
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. An audited statement of assets acquired and
liabilities assumed is filed herewith.
(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: October 29, 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 Bancorp, Inc. and
Reliance Financial, Inc. 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.
23.1 Consent of BDO Seidman, L.L.P.
99.1 Press Release dated September 9, 1997 filed as Exhibit 99.1 to the Form
8-K of Allegiant Bancorp, Inc. filed September 10, 1997.
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UNION, MISSOURI AND WARRENTON, MISSOURI
BANK BRANCHES ACQUIRED BY ALLEGIANT BANK
STATEMENT OF ASSETS PURCHASED
AND LIABILITIES ASSUMED
SEPTEMBER 4, 1997
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<TABLE>
TABLE OF CONTENTS
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PAGE
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INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENT
Statement of Assets Purchased and Liabilities Assumed................. 2
Summary of Accounting Policies........................................ 3
Notes to Statement of Assets Purchased and Liabilities Assumed........ 4
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INDEPENDENT AUDITORS' REPORT
Board of Directors and Shareholders
Allegiant Bancorp, Inc.
St. Louis, Missouri
We have audited the accompanying statement of assets purchased and
liabilities assumed of the bank branches formerly owned by Roosevelt Bank
located in Union, Missouri and Warrenton, Missouri (the Branches) as of
September 4, 1997. This financial statement is the responsibility of the
Branches' management. Our responsibility is to express an opinion on this
financial statement based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the statement of assets purchased
and liabilities assumed is free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statement. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.
The accompanying statement of assets purchased and liabilities assumed was
prepared for the purpose of complying with the rules of the Securities and
Exchange Commission and is not intended to be a complete presentation of the
Branches' financial position.
In our opinion, the financial statement referred to above presents fairly, in
all material respects, the assets purchased and liabilities assumed at
September 4, 1997 in conformity with generally accepted accounting
principles.
/s/ BDO Seidman, LLP
St. Louis, Missouri
October 27, 1997
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<TABLE>
UNION, MISSOURI AND WARRENTON, MISSOURI
BANK BRANCHES ACQUIRED BY ALLEGIANT BANK
STATEMENT OF ASSETS PURCHASED AND LIABILITIES ASSUMED
<CAPTION>
SEPTEMBER 4, 1997
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<S> <C>
ASSETS PURCHASED:
Cash and due from banks $85,672,847
Loans, net of allowance for possible loan losses of $30,000 (Note 1) 2,911,257
Premises and equipment (Note 2) 925,648
Accrued interest and other assets 80,441
Costs in excess of fair value of net assets acquired 8,766,268
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Total assets purchased $98,356,461
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LIABILITIES ASSUMED:
Deposits
Non-interest bearing $22,345,848
Interest bearing 69,272,996
Certificates of deposit of $100,000 or more 4,128,329
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Total deposits 95,747,173
Accrued interest payable 576,982
Due to Roosevelt Bank (Note 3) 2,032,306
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Total liabilities assumed $98,356,461
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See accompanying summary of accounting policies and notes to statement of assets
purchased and liabilities assumed.
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UNION, MISSOURI AND WARRENTON, MISSOURI
BANK BRANCHES ACQUIRED BY ALLEGIANT BANK
SUMMARY OF ACCOUNTING POLICIES
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
The statement of assets purchased and liabilities assumed relates to
the purchase of two bank branch offices by Allegiant Bank (the Bank), a
wholly-owned subsidiary of Allegiant Bancorp, Inc. The two bank branch
offices, located in Union, Missouri and Warrenton, Missouri (the Branches), were
acquired on September 4, 1997 from Roosevelt Bank, an indirect wholly-owned
subsidiary of Mercantile Bancorporation Inc., pursuant to the two substantially
similar Deposit Transfer and Asset Purchase Agreements entered into on May 8,
1997. The Branches provide personal and commercial banking and related
financial services in their respective locations.
The financial statement has been prepared to substantially comply with
rules and regulations of the Securities and Exchange Commission for
businesses acquired. The statement of assets purchased and liabilities
assumed is presented as of the date of acquisition. No statement of
operations is presented for the Branches acquired because the operating
results, if determined, are not considered to be meaningful.
BANK PREMISES AND EQUIPMENT
Premises and equipment are stated at their appraised cost as of the
date of acquisition.
COSTS IN EXCESS OF NET ASSETS ACQUIRED
Goodwill, which represents, among other things, the value of the
customer base, deposit relationships, branch networks and earning capacity of
the Branches, is being amortized on the straight-line method over 15 years.
USE OF ESTIMATES
The preparation of the financial statement in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets purchased and
liabilities assumed by the Bank at the date of the financial statement.
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UNION, MISSOURI AND WARRENTON, MISSOURI
BANK BRANCHES ACQUIRED BY ALLEGIANT BANK
NOTES TO STATEMENT OF ASSETS PURCHASED AND LIABILITIES ASSUMED
1. LOANS
Loans acquired by the Bank at September 4, 1997 were primarily consumer
installment loans. There were no impaired or non-accrual loans purchased by
the Bank.
2. PREMISES AND EQUIPMENT
Components of premises and equipment consisted of the following:
<TABLE>
<CAPTION>
SEPTEMBER 4, 1997
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Land $330,000
Bank premises 530,000
Furniture and equipment 65,648
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$925,648
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3. DUE TO ROOSEVELT BANK
It was anticipated that Branch records may not be complete as of the date of
closing. Therefore, the net transfer of cash on September 4, 1997 was
estimated based upon loan and deposit balances as of July 31, 1997.
Subsequent to closing, $2,032,306 in cash was transferred back to Roosevelt
Bank in final settlement of the Branch acquisitions.
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CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Allegiant Bancorp, Inc.
St. Louis, Missouri
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (Reg. No. 333-13451) of Allegiant Bancorp, Inc. (the
"Company") of our report, dated October 27, 1997, relating to the statement
of assets purchased and liabilities assumed appearing in the Company's
Current Report on Form 8-K/A.
/s/ BDO Seidman, L.L.P.
St. Louis, Missouri
October 27, 1997
