<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:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-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]
April ----, 1998
Dear Fellow Shareholders:
Our Annual Meeting of Shareholders will be held at the offices of
Dash Multi-Corp, 2500 Adie Road, St. Louis, Missouri, at 3:00 p.m., local
time, on Thursday, May 28, 1998. The Notice of Annual Meeting of Shareholders,
Proxy Statement and proxy that 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,
MARVIN S. WOOL
Chairman and Chief Executive Officer
<PAGE> 3
ALLEGIANT BANCORP, INC.
2122 Kratky Road
St. Louis, Missouri 63114
314-692-8200
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD THURSDAY, MAY 28, 1998
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, 2500 Adie Road, St. Louis, Missouri 63043, on Thursday, May 28,
1998, at 3:00 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 the adoption of an amendment to Article
3 of Allegiant Bancorp, Inc.'s Articles of Incorporation, as
amended, to increase the number of authorized shares of Common
Stock.
3. 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
April 8, 1998 as the record date for the determination of shareholders
entitled to notice of and to vote at the meeting and any adjournment thereof.
The accompanying Proxy Statement sets forth important information and is
deemed incorporated by reference herein.
By Order of the Board of Directors,
MARVIN S. WOOL
Chairman and Chief Executive Officer
April --, 1998
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.
2122 Kratky Road
St. Louis, Missouri 63114
314-692-8200
PROXY STATEMENT
For Annual Meeting of Shareholders to be
Held on Thursday, May 28, 1998
-----------------
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, 2500 Adie Road, St. Louis, Missouri
63043, at 3:00 p.m. local time, on Thursday, May 28, 1998, 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
(the "Board of Directors"). 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 April
- --, 1998. 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 also may 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 April 8, 1998
are entitled to notice of, and to vote at, the Annual Meeting. On such date,
there were 5,140,224 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 as voted for the purposes of determining the base number of shares
voted on any of the proposals. 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 treated as present at
the Annual Meeting for purposes of determining the presence of a quorum and
will not be considered as voted for purposes of determining the approval of the
shareholders on a particular proposal.
The amendment of the Articles of Incorporation, as amended, of the Company
(the "Articles of Incorporation") requires the affirmative vote of the holders
of a majority of the outstanding shares of Common Stock; therefore, abstentions
and broker non-votes will have the effect of a vote against the amendment.
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
<PAGE> 5
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 and the proposed amendment to the Articles of
Incorporation, 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 I 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 Kevin R. Farrell, Jack K. Krause and Lee S. Wielansky as Class I
directors, except as otherwise directed by the shareholder on the proxy.
Messrs. Farrell and Wielansky currently are directors of the Company. If for
any reason Mr. Farrell, Krause or Wielansky become 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 KEVIN R.
FARRELL, JACK K. KRAUSE AND LEE S. WIELANSKY AS CLASS I DIRECTORS.
The name, age, principal occupation or position and other directorships
with respect to Messrs. Farrell, Krause and Wielansky and the other directors
whose terms of office will continue after the Annual Meeting is set forth
below.
CLASS I NOMINEES - TO BE ELECTED FOR A TERM OF
THREE YEARS EXPIRING IN 2001
KEVIN R. FARRELL, 47, 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.
JACK K. KRAUSE, 66, has been the President and Chief Executive
Officer of Jenkin & Guerin, a lubricant manufacturing company, since 1971.
LEE S. WIELANSKY, 47, has been a director of the Company since 1990.
Mr. Wielansky is the Managing Director-Investments and a member of the Board of
Directors of Regency Realty Corporation, a publicly-held real estate investment
trust. Prior to such time, he was the President and Chief Executive Officer of
Midland Development Group, a real estate development company, for more than five
years.
CLASS II - TO CONTINUE IN OFFICE UNTIL 1999
CHARLES E. POLK, 37, has been a director of the Company since 1994.
Mr. Polk has been a partner of Stinson, Mag & Fizzell PC, a law firm
located in St. Louis, Missouri, since March 1998. For more than five years
prior to such time, he was a partner in Husch & Eppenberger, another law firm
located in St. Louis, Missouri.
- 2 -
<PAGE> 6
LELAND B. CURTIS, 54, has been a director since 1996. Mr. Curtis is 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, 38, 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.
CLASS III - TO CONTINUE IN OFFICE UNTIL 2000
MARVIN S. WOOL, 69, 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 that are
in the chemical, cloth coating and carpet industries.
LEON A. FELMAN, 63, 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, 64, 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.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Certain of the directors and officers of the Company, of Allegiant Bank
(the "Bank") and of Allegiant Bank, FSB (the "Savings Bank"), and members of
their immediate families and firms and corporations with which they are
associated, have had transactions with the Bank and the Savings 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 April 8, 1998, the aggregate outstanding amount
of all loans to officers and directors of the Company and to firms and
corporations in which they have a 10% or greater beneficial interest was
approximately $32,332,000, which represented approximately 74.45% 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 March 19, 1998, by each person who is
a named 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 605,064<F2> 11.6%
Shaun R. Hayes 349,004<F3> 6.6
Leon A. Felman 391,833<F4> 7.6
Kevin R. Farrell 236,444<F5> 4.6
Lee S. Wielansky 210,799<F6> 4.1
C. Virginia Kirkpatrick 120,788<F7> 2.3
John Straub 84,293<F8> 1.6
Charles E. Polk 39,340<F9> <F10>
Leland B. Curtis 19,176<F11> <F10>
James R. Gibson 288,406<F12> 5.6
Jack K. Krause 94,952<F13> 1.8
All directors and executive
officers as a group 1,986,198<F14> 36.4%
(9 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 5,140,224
shares of Common Stock that were issued and outstanding as of April 8,
1998, 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 of April 8, 1998.
<F2> Total includes: 46,838 shares held by the Dash Industries Pension Plan;
53,031 shares held in trusts for the benefit of Mr. Wool's children;
and 60,767 shares subject to stock options that are presently
exercisable or which are exercisable within 60 days of April 8, 1998.
Mr. Wool's address is 2500 Adie Road, Maryland Heights, Missouri 63043.
<F3> Total includes: 12,462 shares held of record by Mr. Hayes' spouse, as
to which shares Mr. Hayes has shared voting and investment power;
109,050 shares subject to stock options that are presently exercisable
or which are exercisable within 60 days of April 8, 1998; and 5,310 shares
issuable upon exercise of warrants. Mr. Hayes' address is 2122 Kratky
Road, St. Louis, Missouri 63114.
<F4> Mr. Felman's address is 8860 Ladue Road, St. Louis, Missouri 63124.
<F5> Total includes: 79,629 shares held of record by Pentastar Family
Holdings, Inc.; 43,112 shares held by Mr. Farrell as custodian for his
four children; 1,512 shares held by United Missouri Bank of Kansas City
as Trustee for the IRA of Mr. Farrell's spouse; 1,523 shares held by
Everen Clearing Corporation as custodian for Mr. Farrell's family; and
1,180 shares issuable upon exercise of warrants.
<F6> Total includes: 20,365 shares held by Mr. Wielansky as custodian for
his three children; 54,464 shares held jointly with Mr. Wielansky's
spouse; 1,068 shares held by Shearson Lehman Brothers for the IRA of
Mr. Wielansky's spouse; 34,500 shares subject to stock options that are
presently exercisable or which are exercisable within 60 days of April
8, 1998; 1,770 shares issuable upon exercise of warrants; and 4,414
shares held by Everen Clearing Corporation as custodian for Mr.
Wielansky's spouse.
<F7> Total includes: 20,041 shares held jointly with Ms. Kirkpatrick's
spouse; 28,286 shares held by Paine Webber as Trustee for the IRA of
Ms. Kirkpatrick's children; 4,870 shares held jointly with Ms.
Kirkpatrick's son; 57,293 shares subject to stock options that are
presently exercisable or which are exercisable within 60 days of April
8, 1998; and 590 shares issuable upon exercise of warrants.
<F8> Total includes: 6,255 shares held by Mr. Straub's spouse's Trust
Agreement; and 22,000 shares subject to stock options that are
presently exercisable or which are exercisable within 60 days of April
8, 1998. Mr. Straub resigned as a director of the Company as of
April 17, 1998.
<F9> Total includes: 29,058 shares subject to stock options that are
presently exercisable or which are exercisable within 60 days of April
8, 1998.
<F10> Less than one percent.
- 4 -
<PAGE> 8
<F11> Total includes: 7,150 shares subject to stock options that are
presently exercisable or which are exercisable within 60 days of April
8, 1998.
<F12> Total includes: 11,091 shares subject to stock options that are
presently exercisable or which are exercisable within 60 days of the
Allegiant Record Date. Mr. Gibson no longer serves as a director of
the Company. Mr. Gibson's address is 67 Signal Hill Road, Belleville,
Illinois 62223.
<F13> Total includes: 5,900 shares issuable upon exercise of warrants. Mr.
Krause has been nominated as a Class I director of the Company.
<F14> Total includes: 297,820 shares subject to stock options that are
presently exercisable or which are exercisable within 60 days of April
8, 1998; and 11,850 shares issuable upon exercise of warrants.
</TABLE>
BOARD OF DIRECTORS AND COMMITTEES
During 1997, 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
1997.
AUDIT COMMITTEE. 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
1997.
DIRECTORS' RESPONSIBILITY COMMITTEE. The members of the Directors'
Responsibility Committee are Leon A. Felman (Chairperson) and C. Virginia
Kirkpatrick. 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 1997.
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 1997.
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 three times during
1997.
DIRECTORS' FEES
Directors are paid $1,000 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.
- 5 -
<PAGE> 9
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 $100,000 during
1997.
<TABLE>
Summary Compensation Table
<CAPTION>
Long-Term Compensation
----------------------
Annual Compensation Securities
-------------------------------------- Restricted Underlying
Other Annual Stock Options/ All Other
Salary Bonus Compensation Awards SARs Compensation
Name and Principal Position Year ($) ($) ($) ($) (#) ($)
- --------------------------- ---- ------ ----- ------------ ---------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Marvin S. Wool 1997 $ 66,962 $20,000 $16,650<F1> -- 7,874 --
Chairman and Chief 1996 39,039 13,500 9,800<F1> -- 20,625 --
Executive Officer of the 1995 30,000 10,000 6,418<F1> -- -- --
Company and Chairman of
Allegiant Bank
Shaun R. Hayes 1997 202,493 20,000 <F2> -- 7,874 --
President of the Company 1996 175,394 13,500 <F2> -- 15,498 --
and President and Chief 1995 165,000 30,000 <F2> -- 4,927 --
Executive Officer of
Allegiant Bank
<FN>
- --------------------
<F1> Amounts reported consist only of directors' fees.
<F2> The aggregate amounts of other annual compensation do not exceed the
lesser of either $50,000 or 10% of the total annual salary and bonus
reported for that fiscal year.
</TABLE>
OPTION/SAR GRANTS IN LAST YEAR
The following table sets forth information concerning stock option
grants made in 1997 to the individuals named in the Summary Compensation
Table. No SARs were granted to the named individuals in 1997.
<TABLE>
<CAPTION>
Individual Grants
----------------------------------------------------------------
Number of
Securities Percent of Total
Underlying Options/SARs
Options/SARs Granted to Exercise or
Granted Employees in Base Price Expiration
Name (#) Fiscal Year ($/Sh) Date
---- ------------ ---------------- ----------- ----------
<S> <C> <C> <C> <C>
Marvin S. Wool<F1> 6,874 4.7% 11.61 April 17, 2002
1,000 0.7 12.54 May 15, 2002
Shaun R. Hayes<F1> 6,874 4.7 11.61 April 17, 2002
1,000 0.7 12.54 May 15, 2002
<FN>
- --------------------
<F1> Options granted to the recipient pursuant to the Company's Directors'
Stock Option Plan.
</TABLE>
The following table presents certain information concerning stock option
exercises in the fiscal year ended December 31, 1997 and options remaining
unexercised at December 31, 1997 by the individuals named in the Summary
Compensation Table.
- 6 -
<PAGE> 10
AGGREGATED OPTION/SAR EXERCISES IN LAST YEAR AND YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised in-the-Money Options/SARs
Shares Options/SARs at at Fiscal Year-End
Acquired on Fiscal Year-End (#) ($)
Exercise Value Realized --------------------------- ---------------------------
Name (#) ($) Exercisable Unexercisable Exercisable Unexercisable
---- ----------- -------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Marvin S. Wool -- -- 60,767 8,067 $364,883 $70,584
Shaun R. Hayes -- -- 109,050 10,084 847,278 88,134
<FN>
- --------------------
<F1> Based on the Common Stock closing price on December 31, 1997 of $13.50.
</TABLE>
ITEM 2. PROPOSAL TO AMEND
ARTICLE 3 OF THE ARTICLES OF INCORPORATION
OF THE COMPANY
The Board of Directors has approved a proposal to amend Article 3 of the
Articles of Incorporation to increase the number of shares of the Common Stock
authorized thereunder from 7,800,000 to 20,000,000 and has directed that the
proposal be submitted to the vote of the shareholders at the Annual Meeting.
On April 8, 1998, 5,140,224 shares of the Common Stock were issued and
outstanding. In addition, approximately 1,000,000 shares of the Common Stock
will be required to satisfy the Company's potential obligations under its
stock-based benefit plans. Except as set forth above or in other acquisition
transactions that may be in the process of negotiation but not yet publicly
announced, there are no options, warrants, scrip, rights to subscribe to, calls
or commitments of any character whatsoever relating to, or securities or rights
convertible into, shares of Common Stock, or contracts, commitments,
understandings or arrangements by which the Company is or may become bound to
issue additional shares of Common Stock, or options, warrants or rights to
purchase or acquire any additional shares of the Common Stock. Accordingly,
without the proposed amendment, the Company has approximately 1,659,776
authorized shares of the Common Stock that were not issued, reserved or
designated for issuance as disclosed above.
The additional shares of the Common Stock for which authorization is
sought herein would be identical to the shares of the Common Stock now
authorized under the Articles of Incorporation. The authorized shares will be
used from time to time in connection with future acquisitions, stock dividends
or splits, capital raising, stock-based employee benefit plans and other stock
requirements of the Company. The proposed amendment could result in increasing
the number of shares that would have to be acquired by a party seeking to
obtain control of the Company, but would not otherwise affect the legal rights
of the shareholders of the outstanding shares of the Common Stock.
Shareholders have no preemptive rights to acquire shares issued by the
Company under its existing Articles of Incorporation, and shareholders would
not acquire any such rights with respect to the additional shares under the
proposed amendment to the Articles of Incorporation. Under some circumstances,
issuance of additional shares of Common Stock could dilute voting rights,
equity and earnings per share of existing shareholders. The authorization or
issuance of the additional shares would not otherwise affect the legal rights
of the shareholders of the outstanding shares of Common Stock.
The increase in authorized but unissued Common Stock could be considered
an anti-takeover measure because the additional authorized but unissued
shares of Common Stock could be used by the Board of Directors to make a change
in control of the Company more difficult. The Board of Directors' purpose in
recommending this proposal is not as an anti-takeover measure, but for the
reasons discussed above.
The Board of Directors believes that it is in the best interests of the
Company and its shareholders to increase the number of authorized but
unissued shares of the Common Stock. The increase will provide a reserve of
shares available for issuance upon sole authorization of the Board of Directors
for any general corporate purpose.
The Complete text of the proposed amendment to the Articles of
Incorporation is set forth in Annex A to this Proxy Statement.
- 7 -
<PAGE> 11
Adoption of the proposed amendment to Article 3 of the Articles of
Incorporation will require the affirmative vote of the holders of a majority
of the outstanding shares of Common Stock.
THE BOARD RECOMMENDS A VOTE "FOR" THE PROPOSED AMENDMENT TO ARTICLE 3
OF THE ARTICLES OF INCORPORATION.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended,
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 1997, to the best of the Company's knowledge,
the Reporting Persons complied with all applicable Section 16(a) filing
requirements.
INDEPENDENT ACCOUNTANTS
BDO Seidman, L.L.P. served as the Company's independent accountants for
fiscal 1997. The Board of Directors has not yet engaged independent accountants
to audit the Company's consolidated financial statements for the year ending
December 31, 1998. 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 1999 Annual
Meeting of Shareholders must be received by the Company by November --, 1998
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.
- 8 -
<PAGE> 12
OTHER MATTERS
As of the date of this Proxy Statement, the Board of Directors 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
April --, 1998
- 9 -
<PAGE> 13
ANNEX A
RESOLUTION TO AMEND ARTICLES OF INCORPORATION
OF
ALLEGIANT BANCORP, INC.
The following amendment to the Articles of Incorporation, as amended,
of Allegiant Bancorp, Inc. (the "Company") shall be put to a vote of the
shareholders of the Company at the Annual Meeting of Shareholders to be held
May 28, 1998:
RESOLVED, that Article 3 of the Articles of Incorporation, as
amended, of the Company shall be amended to read as follows:
"Article Three
--------------
The aggregate number, class and par value, if any, of shares which
the corporation shall have the authority to issue shall be: twenty million
(20,000,000) shares of Common Stock with a par value of One Cent ($.01)
each.
The preferences, qualifications, limitations, restrictions, and
the special or relative rights, including convertible rights, if any,
in respect of the shares of each class are as follows: None."
- 10 -
<PAGE> 14
ALLEGIANT BANCORP, INC.
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
MAY 28, 1998
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 common stock, $0.01
par value, 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 the Dash-Multi-Corp, 2500 Adie Road,
St. Louis, Missouri 63043, on Thursday, May 28, 1998, at 3:00 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
(except as marked to the (to vote for all nominees
contrary below) listed below)
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
NOMINEE STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST
BELOW. FAILURE TO FOLLOW THIS PROCEDURE TO WITHHOLD AUTHORITY TO
VOTE FOR ANY INDIVIDUAL NOMINEE WILL RESULT IN THE GRANTING OF
AUTHORITY TO VOTE FOR THE ELECTION OF SUCH NOMINEE.)
CLASS I (three-year term)
Kevin R. Farrell Jack K. Krause Lee S. Wielansky
2. ADOPTION OF AN AMENDMENT TO ARTICLE 3 OF THE COMPANY'S ARTICLES OF
INCORPORATION, AS AMENDED.
/ / FOR / / AGAINST / / ABSTAIN
3. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting of adjournments thereof.
THIS PROXY, WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDERS. IF NO DIRECTION IS MADE, THE PROXY WILL BE
VOTED "FOR" PROPOSALS 1 AND 2.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
THE BOARD OF DIRECTORS RECOMMENDS VOTING "FOR" THE ELECTION OF KEVIN R.
FARRELL, JACK K. KRAUSE AND LEE S. WIELANSKY AS DIRECTORS AS SET FORTH IN
ITEM NO. 1 ABOVE AND "FOR" THE ADOPTION OF AN AMENDMENT TO ARTICLE 3 OF THE
COMPANY'S ARTICLES OF INCORPORATION, AS AMENDED, TO INCREASE THE NUMBER OF
AUTHORIZED SHARES OF THE COMPANY'S COMMON STOCK, $0.01 PAR VALUE AS SET FORTH
IN ITEM NO. 2 ABOVE.
DATED: -----------------------------, 1998
-------------------------------------------------
Signature
-------------------------------------------------
Signature, if held jointly
Please sign exactly as name appears on this Proxy
Card. When shares are held by joint tenants, both
should sign. When signing as attorney-in-fact,
executor, administrator, personal representative,
trustee or guardian, please give full title as
such. If a corporation, please sign in full
corporate name by President or other authorized
officer. If a partnership, please sign in
partnership name by authorized person.
PLEASE MARK, DATE, SIGN AND RETURN THIS PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
