<PAGE> 1
SCHEDULE 14A
(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
/X/ Definitive Proxy Statement Commission Only
/ / Definitive Additional Materials (as permitted by Rule
/ / Soliciting Material Pursuant to 14a-6(e)(2))
Rule 14a-11(c) or Rule 14a-12
ALLEGIANT BANCORP, INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
(Name of Person(s) 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)(1) and
0-11.
(1) TITLE OF EACH CLASS OF SECURITIES TO WHICH TRANSACTION APPLIES:
- ------------------------------------------------------------------------------
(2) AGGREGATE NUMBER OF SECURITIES TO WHICH TRANSACTIONS 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:
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<PAGE> 2
[Allegiant Bancorp, Inc. Letterhead]
April 2, 1999
Dear Fellow Shareholders:
Our Annual Meeting of Shareholders will be held at the Sheraton West
Port Inn, 191 West Port Plaza, Maryland Heights, Missouri 63146, at 4:00
p.m., local time, on Thursday, April 29, 1999. 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,
/s/ Kevin R. Farrell
KEVIN R. FARRELL
Secretary
<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, APRIL 29, 1999
APPROXIMATE DATE OF MAILING TO SECURITY HOLDERS: APRIL 2, 1999
Dear Shareholder:
The Annual Meeting of Shareholders of Allegiant Bancorp, Inc., a
Missouri corporation (the "Company"), will be held at the Sheraton West Port
Inn, 191 West Port Plaza, Maryland Heights, Missouri 63146, on Thursday,
April 29, 1999, at 4:00 p.m. local time, for the following purposes:
1. To elect three (3) members of the Board of Directors; and
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
March 25, 1999 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 of the Board
April 2, 1999
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, APRIL 29, 1999
------------------
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 Sheraton West Port Inn, 191 West Port Plaza, Maryland Heights,
Missouri 63146, at 4:00 p.m. local time, on Thursday, April 29, 1999, 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
2, 1999. 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 March 25, 1999
are entitled to notice of, and to vote at, the Annual Meeting. On such date,
there were 6,560,124 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 proposal. 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
-1-
<PAGE> 5
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.
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 II 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 Leland B. Curtis, Shaun R. Hayes and John L. Weiss as Class II directors,
except as otherwise directed by the shareholder on the proxy. Messrs.
Curtis, Hayes and Weiss currently are directors of the Company. If for any
reason Mr. Curtis, Hayes or Weiss 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
LELAND B. CURTIS, SHAUN R. HAYES AND JOHN L. WEISS AS CLASS II DIRECTORS.
The name, age, principal occupation or position and other directorships
with respect to Messrs. Curtis, Hayes and Weiss and the other directors whose
terms of office will continue after the Annual Meeting is set forth below.
CLASS II NOMINEES - TO BE ELECTED FOR A TERM OF
THREE YEARS EXPIRING IN 2002
LELAND B. CURTIS, 55, 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, 39, has served as a director and the President of the
Company since 1989 and became Chief Executive Officer of the Company in
January 1999. Additionally, Mr. Hayes has served as President and Chief
Executive Officer of Allegiant Bank since May 1992.
-2-
<PAGE> 6
JOHN L. WEISS, 44, has served as a director of the Company since March
1999 and as a director of the Bank since 1996. Mr. Weiss has been President of
Brentwood Volvo, an automobile dealership in St. Louis, Missouri, for more than
the past 23 years.
CLASS III - TO CONTINUE IN OFFICE UNTIL 2000
MARVIN S. WOOL, 70, has served as a director of the Company since 1990
and as the Chairman of the Company and Chairman of Allegiant Bank since March
1992. From March 1992 through 1998, Mr. Wool served as Chief Executive
Officer of the Company. 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 subsidiary companies located in Georgia, Mississippi,
Missouri, New Jersey and California that are in the chemical, cloth coating and
carpet industries.
LEON A. FELMAN, 64, 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, 65, 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.
CLASS I - TO CONTINUE IN OFFICE UNTIL 2001
KEVIN R. FARRELL, 48, 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, 67, has been a director of the Company since 1998. Mr.
Krause has been the President and Chief Executive Officer of Jenkin-Guerin,
Inc., a lubricant manufacturing company, since 1971.
LEE S. WIELANSKY, 48, has been a director of the Company since 1990 and
became Vice Chairman of Allegiant Bank in February 1999. Mr. Wielansky has
been the Managing Director-Investments and a member of the Board of Directors
of Regency Realty Corporation, a publicly-held real estate investment trust
since 1998. 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.
-3-
<PAGE> 7
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 March 25, 1999, 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 $10,892,906 which represented approximately 22.82% of the
Company's consolidated shareholders' equity at that date.
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 25, 1999, 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 758,727<F2> 12.13%
Shaun R. Hayes 441,250<F3> 7.53
Leon A. Felman 538,075<F4> 8.27
Kevin R. Farrell 289,435<F5> 4.48
Lee S. Wielansky 281,364<F6> 4.99
C. Virginia Kirkpatrick 160,850<F7> 2.98
Leland B. Curtis 29,532<F8> <F9>
Jack K. Krause 126,940<F10> 2.14
Sandra L. Friedman 18,720<F11> <F9>
John L. Weiss 3,994<F12> <F9>
All directors and executive
officers as a group
(10 persons) 2,648,887<F13> 42.18%
<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
6,560,124 shares of Common Stock that were issued and outstanding as
of March 25, 1999, 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 March 25, 1999.
-4-
<PAGE> 8
<F2> Total includes: 76,005 shares held by the Dash Industries Pension
Plan; 63,636 shares held in trusts for the benefit of Mr. Wool's
children; and 42,446 shares subject to stock options that are
presently exercisable or which are exercisable within 60 days of
March 25, 1999. Mr. Wool's address is 2500 Adie Road, Maryland
Heights, Missouri 63043.
<F3> Total includes: 14,953 shares held of record by Mr. Hayes' spouse,
as to which shares Mr. Hayes has shared voting and investment power;
50,882 shares subject to stock options that are presently exercisable
or which are exercisable within 60 days of March 25, 1999; and 6,372
shares issuable upon exercise of warrants. Mr. Hayes' address is
2122 Kratky Road, St. Louis, Missouri 63114.
<F4> Total includes 4,950 shares subject to stock options that are
presently exercisable or which are exercisable within 60 days of
March 25, 1999. Mr. Felman's address is 8860 Ladue Road, St. Louis,
Missouri 63124.
<F5> Total includes: 178,326 shares held of record by Pentastar Family
Holdings, Inc.; 51,733 shares held by Mr. Farrell as custodian for
his four children; 3,136 shares held by NFSC/FMTC as Trustee for the
IRA of Mr. Farrell's spouse; 505 shares held by Everen Clearing
Corporation as custodian for Mr. Farrell's family; and 4,950 shares
subject to stock options that are presently exercisable or which are
exercisable within 60 days of March 25, 1999.
<F6> Total includes: 24,436 shares held by Mr. Wielansky as custodian for
his three children; 32,058 shares held jointly with Mr. Wielansky's
spouse; 4,297 shares held by Moneta Group for the IRA of Mr.
Wielansky's spouse; 46,350 shares subject to stock options that are
presently exercisable or which are exercisable within 60 days of
March 25, 1999; and 2,124 shares issuable upon exercise of warrants.
<F7> Total includes: 23,049 shares held jointly with Ms. Kirkpatrick's
spouse; 14,520 shares held of record by Ms. Kirkpatrick's spouse;
19,422 shares held by Paine Webber as Trustee for the IRA of Ms.
Kirkpatrick's spouse; 8,120 shares held jointly with Ms.
Kirkpatrick's children; 34,980 shares subject to stock options that
are presently exercisable or which are exercisable within 60 days of
March 25, 1999; and 708 shares issuable upon exercise of warrants.
<F8> Total includes: 13,530 shares subject to stock options that are
presently exercisable or which are exercisable within 60 days of
March 25, 1999.
<F9> Less than one percent.
<F10> Total includes: 7,080 shares issuable upon exercise of warrants; and
375 shares subject to stock options that are presently exercisable or
which are exercisable within 60 days of March 25, 1999.
<F11> Total includes: 1,500 shares subject to stock options that are
presently exercisable or which are exercisable within 60 days of
March 25, 1999.
<F12> Total includes: 360 shares subject to stock options that are
presently exercisable or which are exercisable within 60 days of
March 25, 1999 and 1,118 shares held of record by Mr. Weiss's spouse.
<F13> Total includes: 188,392 shares subject to stock options that are
presently exercisable or which are exercisable within 60 days of
March 25, 1999; and 16,284 shares issuable upon exercise of warrants.
</TABLE>
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<PAGE> 9
BOARD OF DIRECTORS AND COMMITTEES
During 1998, the Board of Directors of the Company met 13 times,
including regularly scheduled and special meetings. During the year all of
the 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 and Directors' and Executives' 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 that may be lawfully delegated when the Board of
Directors is not in session. The Executive Committee met eight times during
1998.
AUDIT COMMITTEE. C. Virginia Kirkpatrick (Chairperson), Jack K. Krause
and Leon A. Felman 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 1998. Effective January 1, 1999, the Audit
Committee assumed the duties of the Directors' Responsibility Committee. The
Directors' Responsibility Committee met four times during 1998 and was
responsible for periodically reviewing transactions between directors and the
Company to ensure compliance with various regulatory and other requirements.
DIRECTORS' AND EXECUTIVES' COMPENSATION COMMITTEE. The members of the
Directors' and Executives' Compensation Committee are Leland B. Curtis
(Chairperson) and Kevin Farrell. John L. Weiss will become a member of the
Committee upon his election at the 1999 Annual Meeting of Shareholders. 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 1998.
COMPENSATION OF DIRECTORS
Directors are paid $2,000 per board meeting attended. Directors
serving on the Audit Committee 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 are not paid compensation
for serving on such committee and directors serving on the Bank's Loan
Committee receive $2,500 per year. Pursuant to the Allegiant Bancorp, Inc.
1996 Directors' Stock Option Plan (the "Directors' Stock Option Plan"),
directors receive options to purchase 3,000 shares of Common Stock on the day
after the Annual Meeting each year a director remains on the Board of
Directors. Directors who also are either the Chief Executive Officer and/or
President of the Company receive a minimum of 5,000 options per year. Options
granted under the Directors' Stock Option Plan have a term of five years.
In fiscal year 1998, each of the directors of the Company participated
in the Allegiant Bancorp, Inc. Fee Conversion Plan for Directors and
Committee Members (the "Directors Plan"). The Directors Plan provides for
the conversion of directors' fees into shares of Common Stock. Under the
Directors Plan, the fees each director earns during a quarter are credited to
an account established for such director. As of the date of each quarterly
board meeting, the Company determines the number of shares such director is
entitled to receive, based on the amount of fees credited to the account and
the closing price of the Company's Common Stock as of such date. In fiscal
year 1999, shares of Common Stock will be purchased for directors by
contributing their fees to the Allegiant Bancorp, Inc. Dividend Reinvestment
and Stock Purchase Plan.
-6-
<PAGE> 10
REPORT OF DIRECTORS' AND EXECUTIVES' COMPENSATION COMMITTEE
ON EXECUTIVE COMPENSATION
The Directors' and Executives' Compensation Committee of the Board of
Directors of the Company (the "Committee") has issued the following report
for the year ended December 31, 1998.
COMPENSATION PHILOSOPHY
The Committee approves the policies for and structure and amount of
compensation of the senior officers of the Company (the "Executive
Officers"), including the Chief Executive Officer and Chief Financial
Officer. The Committee's goal is to establish compensation programs that
will attract and retain highly qualified executives and provide an incentive
to such executives to focus their efforts on the Company's long-term
strategic goals by aligning their financial interests closely with long-term
shareholder interests. The Committee is composed entirely of independent
directors.
A significant component of the Company's Executive Officer compensation
program is cash remuneration in the form of base salaries and annual
discretionary bonuses. Bonuses are determined based upon the performance of
the Company and the individual executive during the fiscal year. In
evaluating performance, financial, non-financial and long-term strategic
objectives are considered. Base salaries generally represent a large portion
of the Executive Officers' total cash compensation and are average relative
to comparably sized bank holding companies. Bonuses make up a smaller
portion of the Executive Officers' total cash compensation. The Committee
believes that basing a portion of an Executive Officer's compensation on both
individual and Bank performance motivates the executive to perform at the
highest possible level.
As a central component of the Company's Executive Officer compensation
program, the Committee annually awards Executive Officers options to acquire
shares of Common Stock. The Committee believes that stock options provide a
highly efficient form of compensation from both a cost and an accounting
perspective, and that such awards provide an incentive to achieve the
Company's longer-term strategic goals by aligning the long-term financial
interests of the Executive Officers with those of the Company's shareholders.
The Committee also believes that significant levels of stock ownership and
ownership potential will assist the Company in retaining the services of the
Executive Officers.
DETERMINATION OF 1998 EXECUTIVE OFFICER COMPENSATION
The Committee met three times to determine annual bonuses and long-term
incentive compensation for the Executive Officers for 1998. In preparation
for these meetings, the Committee reviewed the overall profitability, growth
and financial performance of the Company, its subsidiaries and their various
business lines. In determining each Executive Officer's bonus, the Committee
considered factors it had identified to measure profitability and growth.
The Committee compared the Company's financial performance during 1998
against the objectives set by management and the Board of Directors at the
beginning of the year. Based on this information, the Committee determined a
compensation range that it believed fairly reflected the Company's overall
and relative financial performance and was reasonably competitive with other
comparable companies in the commercial banking industry. The Committee then
reviewed the specific non-financial objectives established for each Executive
Officer by the Board of Directors at the
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<PAGE> 11
beginning of the year and evaluated each Executive Officer's performance with
respect to such objectives.
Mr. Wool became Chief Executive Officer of the Company and the Bank in
1992. Effective January 1, 1999, Mr. Wool resigned from the position of
Chief Executive Officer. Mr. Wool will continue as a director of the Company
and as Chairman of the Board of both the Company and the Bank. In 1998, Mr.
Wool received a salary of $90,000, and a bonus of $10,000 and options to
purchase 8,249 shares of Common Stock pursuant to the Directors' Stock Option
Plan.
Mr. Hayes became President of the Company in 1989 and President and
Chief Executive Officer of the Bank in 1992. Mr. Hayes became Chief
Executive Officer of the Company upon Mr. Wool's resignation from the Company
of that office. For 1998, Mr. Hayes received a salary of $250,000, and a
bonus of $30,000 and options to purchase 8,249 shares pursuant to the
Directors' Stock Option Plan.
OTHER SENIOR OFFICER COMPENSATION
After consideration of some of the above financial and non-financial
performance factors, the Committee, in its discretion, determined the amount
of Ms. Friedman's annual bonus. Ms. Friedman's base salary was $150,000 in
fiscal 1998. Ms. Friedman received a bonus of $37,500 and was granted
options to purchase 7,500 shares in fiscal 1998.
CONCLUSION
Through the program described above, a significant portion of the
Company's executive compensation is linked directly to individual and
corporate performance, earnings per share and stock price appreciation. The
Committee intends to continue the policy of linking executive compensation to
individual and corporate performance and returns to shareholders, recognizing
that the business cycle from time to time may result in an imbalance for a
particular period.
The Members of the Directors' and Executives'
Compensation Committee
Leland B. Curtis, Chairperson
Lee S. Wielansky
April 2, 1999
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<PAGE> 12
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth the compensation of the Company's former
Chief Executive Officer, the Company's current Chief Executive Officer and
President and each other executive officer whose aggregate salary and bonus
exceeded $100,000 during 1998.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
LONG-TERM COMPENSATION
----------------------------------
ANNUAL COMPENSATION SECURITIES
-------------------------------- RESTRICTED UNDERLYING
OTHER ANNUAL STOCK OPTIONS/ LTIP ALL OTHER
SALARY BONUS COMPENSATION AWARDS SARs PAYOUTS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($) ($) ($) (#) ($) ($)
- --------------------------- ---- ------- ------- -------------- ------------ ----------- --------- --------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Marvin S. Wool 1998 $ 92,885 $10,000 $23,292<F1> -- 8,249 $ -- --
Chairman and former Chief 1997 66,962 20,000 16,650<F1> -- 9,448 -- --
Executive Officer of the 1996 39,039 13,500 9,800<F1> -- 24,749 -- --
Company and Chairman of
Allegiant Bank
Shaun R. Hayes 1998 258,654 30,000 <F2> -- 8,249 365,110<F3> --
President and Chief Executive 1997 202,493 20,000 <F2> -- 9,448 -- --
Officer of each of the Company 1996 175,394 13,500 <F2> -- 24,749 -- --
and Allegiant Bank
Sandra L. Friedman 1998 148,612 37,500 -- -- 7,500 -- --
Senior Vice President and 1997 -- -- -- -- -- -- --
Chief Financial Officer of 1996 -- -- -- -- -- -- --
the Company and Executive
Vice President of Allegiant
Bank <F4>
<FN>
- -----------------------------
<F1> Amounts reported consist only of directors' fees.
<F2> The aggregate amounts of other annual compensation do not exceed the
lesser of either $50,000 or 10% of the total annual salary and bonus
reported for that fiscal year.
<F3> Pursuant to the Company's Phantom Stock Plan, Mr. Hayes was paid a cash
award based upon the increase in the book value of the Common Stock
from December 31, 1994 to December 31, 1998.
<F4> Ms. Friedman joined the Company in January 1998 and became an executive
officer of the Company at that time.
</TABLE>
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<PAGE> 13
OPTION/SAR GRANTS IN LAST YEAR
The following table sets forth information concerning stock option
grants made in 1998 to the individuals named in the Summary Compensation
Table. No SARs were granted to the named individuals in 1998.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL REALIZABLE
----------------------------------------------------------- VALUE AT
NUMBER OF ASSUMED ANNUAL
SECURITIES PERCENT OF TOTAL RATES OF STOCK PRICE
UNDERLYING OPTIONS/SARS APPRECIATION FOR
OPTIONS/SARS GRANTED TO EXERCISE OR OPTION TERM
GRANTED EMPLOYEES IN BASE PRICE EXPIRATION ---------------------
NAME (#) FISCAL YEAR <F1>($/SH) DATE<F2> 5%($) 10%($)
---- ------- ----------- ---------- ---------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
Marvin S. Wool<F3><F4> 8,249 8.60% 16.50 May 28, 2003 21,812 63,168
Shaun R. Hayes<F3><F4> 8,249 8.60 16.50 May 28, 2003 21,812 63,168
Sandra L. Friedman<F5><F6> 7,500 7.81 12.60 January 5, 2003 15,196 43,923
<FN>
- -----------------------
<F1> The exercise price may be paid in cash or, at the discretion of the
Committee, by shares of Common Stock already owned or to be issued
pursuant to the exercise, valued at fair market value on the date of
exercise, or a combination of cash and Common Stock.
<F2> The options terminate on the earlier of five years after the date of
grant; twelve months from termination for disability; three months from
termination of employment for reasons other than retirement, disability
or death; or immediately on termination for cause.
<F3> The entire option grant became immediately exercisable on the date of
grant. These options were granted to the recipient pursuant to the
Directors' Stock Option Plan.
<F4> The indicated 5% and 10% rates of appreciation are provided to comply
with Securities and Exchange Commission regulations and do not
necessarily reflect the views of the Company as to the likely trend in
the Common Stock price. The effect of 5% and 10% rates of appreciation
on Common Stock held for five years is demonstrated by the following: a
share of Common Stock purchased on May 28, 1998 at a price per share of
$15.00 and held until May 28, 2003 would have a value of $19.14 at a 5%
rate of appreciation, and a value of $24.16 at a 10% rate of
appreciation. Actual gains, if any, on stock option exercises and
Common Stock holdings will be dependent on, among other things, the
future performance of the Common Stock and overall market conditions.
There can be no assurance that the amounts reflected herein will be
achieved. Additionally, these values do not take into consideration
the provisions of the options providing for nontransferability or
delayed exercisability.
<F5> Each option became exercisable with respect to 20% on the date of grant
and will become exercisable with respect to 20% of the total number of
shares subject to the option on each anniversary date of the grant.
<F6> The indicated 5% and 10% rates of appreciation are provided to comply
with Securities and Exchange Commission regulations and do not
necessarily reflect the views of the Company as to the likely trend in
the Common Stock price. The effect of 5% and 10% rates of appreciation
on Common Stock held for five years is demonstrated by the following: a
share of Common Stock purchased on January 23, 1998 at a price per
share of $11.46 and held until January 5, 2003 would have a value of
$14.63 at a 5% rate of appreciation, and a value of $18.46 at a 10%
rate of appreciation. Actual gains, if any, on stock option exercises
and Common Stock holdings will be dependent on, among other things, the
future performance of the Common Stock and overall market conditions.
There can be no assurance that the amounts reflected herein will be
achieved. Additionally, these values do not take into consideration
the provisions of the options providing for nontransferability or
delayed exercisability.
</TABLE>
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<PAGE> 14
The following presents certain information concerning stock option
exercises in the year ended December 31, 1998, and options remaining
unexercised at December 31, 1998 by the individuals named in the summary
compensation table.
<TABLE>
AGGREGATED OPTION/SAR EXERCISES IN LAST YEAR AND YEAR-END OPTION/SAR VALUES
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
SHARES OPTIONS/SARs AT IN-THE-MONEY OPTIONS/SARs
ACQUIRED ON FISCAL YEAR-END (#) AT FISCAL YEAR-END<F1>($)
EXERCISE VALUE REALIZED ------------------------- --------------------------
NAME (#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- --------- ---------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Marvin S. Wool 84,700 923,391 42,446 -- 25,088 --
Shaun R. Hayes 100,325 832,669 50,882 -- 81,794 --
Sandra L. Friedman -- -- 1,500 6,000 -- --
<FN>
- ----------------------
<F1> Based on the Common Stock closing price on December 31, 1998 of $9.48.
</TABLE>
-11-
<PAGE> 15
COMPARISON OF FOUR-YEAR CUMULATIVE TOTAL RETURN AMONG ALLEGIANT BANCORP,
INC., NASDAQ AND SNL $500M - $1B BANK ASSET-SIZE INDICES
The following graph compares quarterly cumulative shareholder returns
over the period from 9/29/95 (the date the Company began trading on the
NASDAQ) through 12/31/98 (including reinvestment of dividends) on an indexed
basis with the Nasdaq index and the SNL $500M-$1B Bank Asset Size index:
[ GRAPH ]
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
SEPTEMBER 29, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1995 1995 1996 1997 1998
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Allegiant Bancorp, Inc. 100 139.18 157.59 218.75 185.41
- ------------------------------------------------------------------------------------------------------------------
NASDAQ - Total US 100 101.22 124.47 152.70 214.65
- ------------------------------------------------------------------------------------------------------------------
SNL $500M-$1B Bank Asset-Size Index 100 108.10 135.14 219.67 215.99
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
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<PAGE> 16
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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. To the Company's knowledge, based solely on its review
of such reports furnished to the Company and written representations that no
other reports were required, all Section 16(a) filing requirements applicable
to the Reporting Persons were complied with during the year ended December
31, 1998.
INDEPENDENT PUBLIC ACCOUNTANTS
Ernst & Young LLP ("E&Y") served as the Company's independent public
accountants for 1998 and has been selected by the Board of Directors to
continue in such capacity during 1999. Representatives of E&Y are expected
to be present at the Annual Meeting to respond to appropriate questions from
shareholders, and such representatives will have the opportunity to make
statements if they so desire.
On May 29, 1998, the Board of Directors, upon recommendation of its
Audit Committee, engaged E&Y as the Company's independent auditors for the
year ended December 31, 1998. The Board of Directors of the Company retained
E&Y based upon the Board's determination that the Company would benefit from
E&Y's local expertise in financial institutions and in matters involving the
Securities and Exchange Commission.
The engagement of E&Y arose from the Company's policy of requesting
proposals for audit services every three years. In each of 1992, 1995 and
1998, the Board of Directors of the Company solicited proposals from selected
auditing firms to audit the Company's financial statements. BDO Seidman, LLP
("BDO") served as the Company's independent auditors for the six-year period
ended December 31, 1997 and another Big 5 accounting firm served as the
Company's independent auditors for the three-year period ended December 31,
1991.
The BDO audit reports on the consolidated financial statements of the
Company as of and for the two years ended December 31, 1997 did not contain
an adverse opinion or disclaimer of opinion, and were not qualified or
modified as to uncertainty, audit scope or accounting principles. During the
two-year period ended December 31, 1997 and through the period ended May 29,
1998, there was no disagreement between the Company and BDO on any matter of
accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreement if not resolved to the
satisfaction of BDO, would have caused it to make references to the subject
matter of such disagreement in connection with its report.
As the Company previously reported in its Annual Report on Form 10-KSB
for the year ended December 31, 1997, operating losses increased $794,000 in
1997 compared to the prior year. During the latter part of 1997, several
events occurred which culminated in increased levels of operating losses. In
September 1997, the Company acquired two branch offices. These branches were
integrated into the Company's existing computer and operating systems during
September 1997. Substantial difficulties were encountered in this
integration process because of the different operating policies and
procedures between the organizations and because of the large increase in
transactional volumes. Shortly after integrating these branches, the Company
upgraded its computer systems to an entirely new operating system designed to
handle the substantially increased size and volumes resulting from the
branches, as well as provide capacity for future growth. The computer
systems conversions compounded the integration process due to conversion
anomalies and the subsequent differences in the computer operating systems.
Because of these
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<PAGE> 17
events, the Company experienced impediments reconciling accounts and
researching and clearing reconciling items. The differences that resulted
totaled $752,000, which was charged to operating losses in the fourth quarter
of 1997. The Company believes that these losses were not systemic and were
non-recurring.
Over the past few years, the Company has experienced substantial growth
which has strained its management, administrative and operating resources and
financial control systems. The Company has added various key officers,
including Sandra L. Friedman, as Senior Vice President and Chief Financial
Officer and David Maher as Vice President and Controller. Ms. Friedman, who
joined the Company in January 1998, has 20 years experience in banking and
accounting and Mr. Maher, who joined the Company in January 1998, has more
than 15 years experience in banking and accounting. Following the audit of
the Company's financial statements as of and for the two years in the period
ended December 31, 1997, on which, as previously discussed, BDO issued an
unqualified audit opinion, the Company received a management letter from BDO.
The management letter identified certain material weaknesses in the design
and operation of the Company's internal controls, which the accountants
indicated adversely affected the Company's ability to record, process,
summarize and report financial data. In response to the Company's Current
Report on Form 8-K filed with the Securities and Exchange Commission on June
5, 1998, BDO stated that "we make no representation that the material
weaknesses uncovered during our audit procedures or that the system of
internal controls have been improved." The Company believes that it has
implemented steps to correct the deficiencies noted, including the hiring of
Ms. Friedman and Mr. Maher in senior management with substantial experience
in banking, accounting and auditing.
The Company has authorized BDO to fully respond to any inquires of E&Y
concerning its audit. During the two years ended December 31, 1997 and
through the date of the appointment, E&Y did not provide any consultations to
the Company regarding the application of accounting principles to specific
transactions and the type opinion that they may have rendered on the
financial statements. E&Y, however, was engaged as a consultant by the
Company in connection with the organization by a subsidiary of the Company of
a real estate investment trust.
PROPOSALS OF SHAREHOLDERS
Under applicable regulations of the Securities and Exchange Commission,
all proposals of shareholders to be considered for inclusion in the proxy
statement for the 2000 Annual Meeting of Shareholders must be received at the
offices of the Company, c/o Secretary, 2122 Kratky Road, St. Louis, Missouri
63114 by not later than December 1, 1999. The Company's By-Laws provide that
shareholder proposals, including nominations of directors, that do not appear
in the proxy statement may be considered at a meeting of shareholders only if
written notice of the proposal is received by the Company's Secretary not
less than 60 days and not more than 90 days prior to the anniversary of the
preceding year's annual meeting; provided, however, that in the event that
the date of the annual meeting is more than 30 days before or more than 60
days after such anniversary date, notice by the shareholder must be delivered
not earlier than the 10th day prior to such annual meeting and not later than
the 60th day prior to such annual meeting or the 10th day following the day
on which public announcement of the date of such meeting is first made by the
Company. Under the By-laws of the Company, the date by which written notice
of a proposal must be received by the Company to be considered at the 2000
Annual Meeting of Shareholders is February 28, 2000.
Any written notice of a shareholder proposal must include the following
information: (a) as to each person whom the shareholder proposes to nominate
for election or reelection as a director, all information relating to such
person that is required to be disclosed in solicitations of proxies for
election of directors, or is otherwise required, in each case pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as amended
(including such person's written consent to being named in the proxy
statement as a nominee and to serving as a director if elected); (b) as to
any other business that the
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<PAGE> 18
shareholder proposes to bring before the meeting, a brief description of the
business desired to be brought before the meeting, the reasons for conducting
such business at the meeting and any material interest in such business of such
shareholder and the beneficial owner, if any, on whose behalf the proposal is
made; and (c) as to the shareholder giving the notice and the beneficial owner,
if any, on whose behalf the nomination or proposal is made, (i) the name and
address of such shareholder, as they appear on the Company's books, and of such
beneficial owner, and (ii) the class and number of shares of the Company which
are owned beneficially and of record by such shareholder and such beneficial
owner.
DISCRETIONARY VOTING
At the 2000 Annual Meeting of Shareholders, the individuals named in
the proxy relating to such meeting will exercise discretionary authority to
vote on any matter brought before the meeting with respect to which the
Company was provided with notice after December 1, 1999, and before February
28, 2000. In addition, the Company will include in the proxy statement
advice on the nature of the matter and how the individuals named in the proxy
relating to such meeting intend to exercise their discretion to vote on each
mater. Notwithstanding the above, the individuals named in the proxy
relating to such meeting shall not exercise discretionary authority over a
matter if: (i) the Company receives notice of such matter by February 28,
2000; (ii) by February 28, 2000, the proponent of such matter (the
"Proponent") provides the Company with a written statement that the Proponent
intends to deliver a proxy statement and form of proxy to holders of at least
the percentage of the Company's voting shares required under Missouri law to
carry the proposal; (iii) the Proponent includes the same statement in its
proxy materials filed under Rule 14a-6 of the Securities Exchange Act of
1934, as amended; and (iv) immediately after soliciting the percentage of
shareholders required to carry the proposal, the Proponent provides the
Company with a statement from any solicitor or other person with knowledge
that the necessary steps have been taken to deliver a proxy statement and
form of proxy to holders of at least the percentage of the Company's voting
shares required under Missouri law to carry the proposal.
ANNUAL REPORT
The Annual Report of the Company for the year ended December 31, 1998
has been mailed simultaneously to the shareholders of the Company.
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED
DECEMBER 31, 1998, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
(EXCLUDING EXHIBITS) MAY BE OBTAINED BY ANY SHAREHOLDER, WITHOUT CHARGE, UPON
WRITTEN REQUEST TO MS. CHRISTY SIBURT, VICE PRESIDENT - INVESTOR RELATIONS,
ALLEGIANT BANCORP, INC., 2122 KRATKY ROAD, ST. LOUIS, MISSOURI 63114,
314-692-8200.
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
April 2, 1999
-15-
<PAGE> 19
ALLEGIANT BANCORP, INC.
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
APRIL 22, 1999
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 Sheraton Westport Inn, 191 Westport Plaza,
Maryland Heights, Missouri 63146, on Thursday, April 29, 1999, 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
(except as marked to the contrary below) (to vote for all
nominees 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 II (three-year term)
Leland B. Curtis Shaun R. Hayes John L. Weiss
2. 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" THE ELECTION OF MESSRS. CURTIS, HAYES AND WEISS.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
THE BOARD OF DIRECTORS RECOMMENDS VOTING "FOR" THE ELECTION OF LELAND B.
CURTIS, SHAUN R. HAYES AND JOHN L. WEISS AS DIRECTORS AS SET FORTH IN ITEM
NO. 1 ABOVE.
DATED: , 1999
-----------------------------
---------------------------------------------------------
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.
<PAGE> 20
Appendix
Page 12 of the printed proxy contains a Comparison of Cumulative Total
Returns Graph. The information contained in the graph has been presented in a
format that may be processed by the EDGAR system.
