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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 11-K
(X) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number: 0-26350
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ALLEGIANT BANCORP, INC. 401(k) PROFIT SHARING PLAN
(Full title of the plan)
ALLEGIANT BANCORP, INC.
2122 Kratky Road
Saint Louis, Missouri 63114
(Name and issuer of the securities held pursuant to the plans
and addresses of its principal executive office)
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Financial Statements
and Supplemental Schedules
Allegiant Bancorp, Inc.
401(k) Profit Sharing Plan
Years ended December 31, 1999 and 1998
with Report of Independent Auditors
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Allegiant Bancorp, Inc.
401(k) Profit Sharing Plan
Financial Statements
and Supplemental Schedules
Years ended December 31, 1999 and 1998
CONTENTS
Report of Independent Auditors 1
Financial Statements
Statements of Net Assets Available for Plan Benefits 2
Statements of Changes in Net Assets Available for Plan Benefits 3
Notes to Financial Statements 4
Supplemental Schedules
Schedule H, Line 4i - Schedule of Assets Held for Investment Purposes
at End of Year 10
Schedule H, Line 4j - Schedule of Reportable Transactions 11
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Report of Independent Auditors
The Trustees
Allegiant Bancorp, Inc.
401(k) Profit Sharing Plan
We have audited the accompanying statements of net assets available for
plan benefits of the Allegiant Bancorp, Inc. 401(k) Profit Sharing Plan
(the Plan) as of December 31, 1999 and 1998, and the related statements
of changes in net assets available for plan benefits for the years then
ended. These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. 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 audits provide a reasonable basis for
our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the net assets available for plan
benefits of the Plan at December 31, 1999 and 1998, and the changes in
net assets available for plan benefits for the years then ended in
conformity with accounting principles generally accepted in the United
States.
Our audit was performed for the purpose of forming an opinion on the
basic financial statements taken as a whole. The accompanying
supplemental schedules of assets held for investment purposes as of
December 31, 1999 and reportable transactions for the year then ended
are presented for purposes of complying with the Department of Labor's
Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974 and are not a required part of
the basic financial statements. These supplemental schedules are the
responsibility of the Plan's management. The supplemental schedules
have been subjected to the auditing procedures applied in our audit of
the basic financial statements and, in our opinion, are fairly stated in
all material respects in relation to the basic financial statements
taken as a whole.
/s/ Ernst & Young LLP
May 26, 2000
St. Louis, Missouri
1
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<TABLE>
Allegiant Bancorp, Inc.
401(k) Profit Sharing Plan
Statements of Net Assets Available for Plan Benefits
<CAPTION>
DECEMBER 31,
1999 1998
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NON- NON-
PARTICIPANT- PARTICIPANT- PARTICIPANT- PARTICIPANT-
TOTAL DIRECTED DIRECTED TOTAL DIRECTED DIRECTED
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<S> <C> <C> <C> <C> <C> <C>
ASSETS
Cash $ 828 $ - $ 828 $1,041,523 $1,041,523 $ -
Investments at fair value 1,623,794 1,120,198 503,596 129,221 - 129,221
Participant loans 36,323 36,323 - 25,935 25,935 -
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1,660,945 1,156,521 504,424 1,196,679 1,067,458 129,221
Employee contributions receivable - - - 18,453 18,453 -
Employer contributions receivable - - - 6,717 - 6,717
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Total assets 1,660,945 1,156,521 504,424 1,221,849 1,085,911 135,938
LIABILITIES
Contribution refund - - - (24,493) (21,987) (2,506)
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Total liabilities - - - (24,493) (21,987) (2,506)
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Net assets available for plan benefits $1,660,945 $1,156,521 $504,424 $1,197,356 $1,063,924 $133,432
=======================================================================================
See accompanying notes.
</TABLE>
2
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<TABLE>
Allegiant Bancorp, Inc.
401(k) Profit Sharing Plan
Statements of Changes in Net Assets Available for Plan Benefits
<CAPTION>
YEAR ENDED DECEMBER 31,
1999 1998
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NON- NON-
PARTICIPANT- PARTICIPANT- PARTICIPANT- PARTICIPANT-
TOTAL DIRECTED DIRECTED TOTAL DIRECTED DIRECTED
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<S> <C> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Dividends and interest $ 65,395 $ 59,980 $ 5,415 $ 49,892 $ 49,405 $ 487
Net appreciation (depreciation) in
fair value of investments 38,716 58,716 (20,000) 37,178 61,558 (24,380)
Contributions:
Employer 146,807 - 146,807 102,999 - 102,999
Employee 384,567 295,311 89,256 376,108 376,108 -
Rollovers from other plans 89,663 89,663 - 121,659 121,659 -
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Total additions 725,148 503,670 221,478 687,836 608,730 79,106
Deductions from net assets attributed to:
Distributions to participants (261,559) (212,075) (49,484) (61,209) (61,209) -
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Total deductions (261,559) (212,075) (49,484) (61,209) (61,209) -
Interfund transfers - (198,998) 198,998 - - -
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Net increase in net assets available for
plan assets 463,589 92,597 370,992 626,627 547,521 79,106
Net assets available for plan benefits:
Beginning of year 1,197,356 1,063,924 133,432 570,729 516,403 54,326
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End of year $1,660,945 $1,156,521 $504,424 $1,197,356 $1,063,924 $133,432
=======================================================================================
See accompanying notes.
</TABLE>
3
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Notes to Financial Statements
Year ended December 31, 1999
1. DESCRIPTION OF THE PLAN
The following description of the Allegiant Bancorp, Inc. 401(k) Profit
Sharing Plan (the Plan) provides only general information. Participants
should refer to the plan agreement for a more complete description of
the Plan's provisions.
GENERAL
The Plan was established by Allegiant Bancorp, Inc. (the Company) as of
January 1, 1993 and has been amended subsequently.
The Plan is a defined contribution plan covering all employees of the
Company who have reached age 21 and have completed six months of
service. The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974 (ERISA).
CONTRIBUTIONS
Employees may elect to contribute up to 15 percent of their eligible
compensation as defined. Historically, and in 1999 and 1998, the Company
has matched 50 percent of employees' contributions up to a maximum of 6
percent of pretax compensation. All Company contributions are
discretionary. Additional amounts may be contributed at the discretion
of the Company, but no such contributions occurred in 1999 and 1998. All
employer contributions are invested in Allegiant Bancorp, Inc. common
stock. All contributions are subject to applicable limitations.
Contributions from participants are accrued based upon authorized
payroll deductions. Employer contributions are accrued in accordance
with the employer matching obligation as defined in the Plan.
4
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Notes to Financial Statements (continued)
1. DESCRIPTION OF THE PLAN (CONTINUED)
PARTICIPANT ACCOUNTS
Individual accounts are maintained for each participant in the Plan. In
addition to participants' contributions, each participant's account is
credited with the Company's matching contribution and plan earnings.
Investment earnings are allocated daily to each participant by
investment fund based on that participant's share of total investments.
VESTING
The benefit to which a participant is entitled is the benefit that can
be provided from the vested portion of the participant's account.
Participants are immediately vested in their contributions and the
related earnings thereon. Vesting in the Company's matching contribution
portion of their accounts is based on years of service, as defined, with
participants being 20 percent vested for each year of service after one
year of service (100 percent vested after six years of service).
Forfeitures of nonvested Company matching contributions are used to
reduce future Company contributions.
PARTICIPANT WITHDRAWALS AND DISTRIBUTIONS
Participants, while employed by the Company, may elect to withdraw all
or a portion of their vested account balance upon attainment of age 65
or sooner or if they experience a financial hardship, as defined in the
Plan, subject to Internal Revenue Code (IRC) limitations and possible
penalties.
Upon termination of service, a participant or the participant's
beneficiary may elect to receive his or her vested account balance in
the form of a lump-sum distribution or may elect to transfer the account
balance to an individual retirement account or another employer's
qualified plan if the subsequent employer permits such transfer.
5
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Notes to Financial Statements (continued)
1. DESCRIPTION OF THE PLAN (CONTINUED)
LOANS
Participants may borrow from their fund accounts a minimum of $500 up to
a maximum equal to the lesser of $50,000 or 50 percent of their vested
account balance. Loan transactions are treated as a transfer from (to)
the investment fund to (from) the loan fund. Loan terms range from one
to five years. The loans are secured by the balance in the participant's
account and bear interest at a rate commensurate with local prevailing
rates as determined quarterly by the plan administrator. Interest rates
ranged from 8.00 percent to 9.50 percent in 1999 and 8.24 percent to
9.50 percent in 1998.
PLAN ADMINISTRATION
The cost of administering the Plan may be paid by the Company. If the
Company does not pay the cost of administering the Plan, it shall be
paid from assets of the Plan. The Company has historically paid all of
the costs associated with administering the Plan.
PLAN TERMINATION
Although the Company has not expressed any intent to do so, the Company
has the right to discontinue its contributions to the Plan and to
terminate the Plan subject to the provisions of ERISA. In the event of
plan termination, participants will become 100 percent vested in their
accounts.
INVESTMENT OPTIONS
Upon enrollment in the Plan, a participant may direct employee
contributions in any of the following eight investment options. A
participant has the opportunity to change his or her options daily.
Prudential Small Company Value Fund - Funds are invested primarily in
equity securities of small- to mid-size domestic corporations believed
to be undervalued relative to the stock market in general.
Prudential Government Securities Trust - Short-Intermediate Term - Funds
are invested primarily in U.S. government debt issuance securities.
6
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Notes to Financial Statements (continued)
1. DESCRIPTION OF THE PLAN (CONTINUED)
INVESTMENT OPTIONS (CONTINUED)
Goldman Sachs Growth and Income Fund - Funds are invested primarily in
income-producing equity securities including common stock and
convertible securities, although investments are also made in
nonconvertible preferred stocks and debt securities.
Prudential Stock Index Fund - Funds are invested primarily in equity
securities of large domestic corporations in an effort to replicate the
performance of the S&P 500 Index.
Prudential Government Securities Trust/Money Market Series - This fund
is a collective trust fund that invests in highly liquid short-term
securities and a money market fund.
Oppenheimer Quest Opportunity Value Fund - Funds are invested primarily
in equity securities of large domestic corporations believed to be
undervalued relative to the stock market in general.
AIM International Equity Fund - Funds are invested primarily in equity
securities of non-U.S. issuers from a dozen or more developed markets.
Allegiant Bancorp, Inc. Company Stock Fund - Funds are invested in the
common stock of the Plan's sponsor.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The financial statements of the Plan are presented on the accrual basis.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements
and accompanying notes. Actual results could differ from those
estimates.
7
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Notes to Financial Statements (continued)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
INVESTMENT VALUATION AND INCOME RECOGNITION
The Plan's investments are stated at fair value. The shares of mutual
funds are valued at quoted market prices, which represent the net asset
values of shares held by the Plan at year-end. The participant loans are
valued at their outstanding balances which approximate fair value.
Shares of Allegiant Bancorp, Inc. common stock are valued at the closing
bid price on the last business day of the year.
Purchases and sales of securities are recorded on a trade-date basis.
Interest income is recorded on the accrual basis. Dividends are recorded
on the ex-dividend date.
3. INVESTMENTS
The fair values of investments representing more than 5 percent of
assets held by the Plan at December 31, 1999 and 1998 are as follows:
<TABLE>
<CAPTION>
FAIR VALUE
DESCRIPTION 1999 1998
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<S> <C> <C>
Prudential Government Securities Trust - Money Market $139,677 $ -
Prudential Small Company Value Fund 87,227 -
Prudential Stock Index Fund 379,075 -
AIM International Equity Fund 106,640 -
Oppenheimer Quest Opportunity Value Fund 251,217 -
Goldman Sachs Growth and Income Fund 162,627 -
Allegiant Bancorp, Inc. common stock 477,485<F*> 129,221<F*>
<FN>
<F*>This investment is non-participant-directed.
</TABLE>
4. INCOME TAX STATUS
The Plan has received a determination letter from the Internal Revenue
Service dated May 20, 1998, stating that the Plan as adopted on March 1,
1998 is qualified under Section
8
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Notes to Financial Statements (continued)
4. INCOME TAX STATUS (CONTINUED)
401(a) of the IRC and, therefore, the related trust is exempt from
taxation. Once qualified, the Plan is required to operate in conformity
with the IRC to maintain its qualification. The Plan was amended on
November 18, 1998 effective January 1, 1999. The Plan has adopted a
standardized prototype plan document. The Plan's administrator has not
applied for a new determination letter, as it is relying on the
determination letter received by the prototype plan. The Plan's sponsor
believes the Plan is being operated in compliance with the applicable
requirements of the IRC and, therefore, believes that the Plan is
qualified and the related trust is tax-exempt.
5. CHANGE IN TRUSTEE
Effective January 1, 1999, the Company changed trustee from Van Kampen
Trust Company (Van Kampen) to Prudential Investment Company
(Prudential). To facilitate the transfer among the recordkeepers,
nearly all investments in the Van Kampen funds were liquidated into a
cash account as of December 31, 1998. The fund options available to
participants from Prudential are comparable to investment options which
were available from Van Kampen.
9
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Supplemental Schedules
<TABLE>
Allegiant Bancorp, Inc.
401(k) Profit Sharing Plan
EIN: 43-0437475 Plan 001
Schedule H, Line 4i - Schedule of Assets Held for Investment Purposes at End of Year
December 31, 1999
<CAPTION>
DESCRIPTION OF CURRENT
IDENTITY OF ISSUER INVESTMENT COST VALUE
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<S> <C> <C> <C>
Prudential Government Securities Trust -
Money Market 139,677 shares $ 139,677 $ 139,677
Prudential Government Securities Trust -
Short-Intermediate 2,120 shares 20,520 19,846
Prudential Small Company Value Fund 6,939 shares 88,231 87,227
Prudential Stock Index Fund 11,646 shares 367,404 379,075
AIM International Equity Fund 3,835 shares 75,071 106,640
Oppenheimer Quest Opportunity Value
Fund 7,290 shares 263,233 251,217
Goldman Sachs Growth and Income Fund 6,796 shares 165,312 162,627
Allegiant Bancorp, Inc. common stock<F*> 47,043 shares
of common
stock 495,087 477,485
Participant loans (various individuals;
terms of 1 to 5 years; interest rates
ranging from 8.00% to 9.50%) - - 36,323
---------------------------
$1,614,535 $1,660,117
===========================
<FN>
<F*> Party-in-interest to the Plan.
</TABLE>
10
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<TABLE>
Allegiant Bancorp, Inc.
401(k) Profit Sharing Plan
EIN: 43-0437475 Plan 001
Schedule H, Line 4j - Schedule of Reportable Transactions
Year ended December 31, 1999
<CAPTION>
CURRENT
VALUE OF
ASSET ON
SELLING COST OF TRANSACTION GAIN/
IDENTITY OF PARTY INVOLVED PURCHASES PRICE ASSET SOLD DATE (LOSS)
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Category (i) - Individual transactions in excess of 5% of the current value of plan assets at the beginning of the year
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<S> <C> <C> <C> <C> <C>
Allegiant Bancorp, Inc. common stock $ 119,824 $ - $ - $ 119,824 $ -
Allegiant Bancorp, Inc. common stock 178,798 - - 178,798 -
Allegiant Bancorp, Inc. common stock 535,228 - - 535,228 -
Allegiant Bancorp, Inc. common stock - 70,395 80,693 70,395 (10,298)
<CAPTION>
Category (iii) - Series of transactions in excess of 5% of the current value of plan assets at the beginning of the year
------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Allegiant Bancorp, Inc. common stock 1,065,999 - - 1,065,999 -
(28 purchases and 11 sales) - 124,924 143,094 124,924 (18,170)
There were no category (ii) or (iv) reportable transactions during 1999.
</TABLE>
11
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SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange
Act of 1934, as amended, the trustees (or other persons who administer
the employee benefit plan) have duly caused this annual report to be
signed on its behalf by the undersigned hereunto duly authorized.
ALLEGIANT BANCORP, INC. 401(k)
PROFIT SHARING PLAN
By: /s/ Karen E. Box
--------------------------------
Name: Karen E. Box
Title: Senior Vice President -
Human Resources
June 28, 2000
