<PAGE>
<PAGE>
======================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): JULY 26, 2000
ALLEGIANT BANCORP, INC.
(Exact name of registrant as specified in its charter)
MISSOURI 001-15173 43-1519382
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification
organization) Number)
2122 KRATKY ROAD
ST. LOUIS, MISSOURI 63114
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (314) 692-8200
======================================================================
<PAGE>
<PAGE>
ITEM 5. OTHER EVENTS.
Allegiant Bancorp, Inc., a Missouri corporation ("Allegiant"),
entered into an Agreement and Plan of Merger, dated as of July 26, 2000
(the "Merger Agreement"), by and among Allegiant, Allegiant Acquisition
Corporation, a wholly owned subsidiary of Allegiant ("Acquisition
Corp."), and Equality Bancorp, Inc. ("Equality"), pursuant to which
Equality will become a wholly owned subsidiary of Allegiant by means of
a merger of Acquisition Corp. with and into Equality (the "Merger").
Allegiant, a bank holding company registered under the Bank Holding
Company Act of 1956, as amended, reported total assets, on a consolidated
basis, of approximately $827 million as of June 30, 2000. Equality, a
savings and loan holding company registered under the Home Owners' Loan Act
of 1933, as amended, reported total assets, on a consolidated basis, of
approximately $329 million as of June 30, 2000. Allegiant is the bank
holding company for Allegiant Bank, a Missouri state chartered bank, and
Equality is the bank holding company for Equality Savings Bank, a Missouri
state chartered bank ("Savings Bank").
The Merger Agreement provides that the consummation of the Merger
is subject to the satisfaction or waiver, if applicable, of certain
conditions precedent, including (i) the requisite approval by the
stockholders of Equality (the "Equality Stockholders") of the Merger
Agreement, (ii) the requisite approval by the shareholders of Allegiant
with respect to the issuance of common stock of Allegiant to the
Equality Stockholders pursuant to the Merger Agreement, (iii) the
requisite approval of the Board of Governors of the Federal Reserve
System, the Office of Thrift Supervision and any other required banking
authorities, (iv) the filing of, and the receipt of an order of
effectiveness with respect to, a Registration Statement by Allegiant
with respect to the shares of common stock of Allegiant to be issued to
the Equality Stockholders pursuant to the Merger Agreement, (v) the
written opinion of counsel to the effect that the Merger will constitute
a tax-free reorganization under the Internal Revenue Code of 1986, as
amended, (vi) the receipt by each of Allegiant and Equality of a written
fairness opinion from its respective independent financial advisor,
(vii) the approval for listing by the Nasdaq National Market of the
shares of common stock of Allegiant to be issued to the Equality
Stockholders pursuant to the Merger Agreement and (viii) all material
consents or approvals of governmental agencies or bodies required in
connection with the Merger. The Merger will become effective upon the
filing of a Certificate of Merger with the Secretary of State of the
State of Delaware, or at such later date or time as may be set forth in
the Certificate of Merger (the "Effective Time").
At the Effective Time, and subject to certain adjustments, each
issued and outstanding share of Equality common stock held by the
Equality Stockholders immediately prior to the Effective Time will be
automatically converted into the right to receive 1.118 shares of
Allegiant common stock. The exchange ratio is subject to possible
adjustment based upon certain reconcilements expected to be completed
before the joint proxy statement/prospectus relating to the proposed
Merger is mailed to stockholders of Allegiant and Equality.
Concurrently with the execution of the Merger Agreement,
Allegiant and Equality entered into an Option Agreement (the "Option
Agreement") pursuant to which Equality granted Allegiant an option (the
"Option") to purchase up to 474,000 shares of Equality common stock at
an exercise price of $9.50 per share. The Option was granted by
Equality as a condition of and in consideration for Allegiant's entering
into the Merger Agreement.
The occurrence of certain events described below could cause the
Option to become exercisable, which could significantly increase the
cost to a potential acquiror of acquiring Equality or a significant
portion of its assets or business compared to the cost had the Option Agreement
not been entered into. Consequently, the Option may have the effect of
discouraging persons who might now or prior to the consummation of the Merger
be interested in acquiring Equality (or a significant interest in Equality)
from considering or proposing such an acquisition, even if such persons were
prepared to pay a higher price per share for Equality common stock than the
price per share as provided by the Merger Agreement, or may result in a
potential acquiror proposing to pay a lower per share price than it might
otherwise have proposed to pay.
<PAGE>
<PAGE>
The maximum number of shares issuable pursuant to the Option
represents 19.9% of the issued and outstanding shares of Equality
common stock. In the event Allegiant acquires shares pursuant to the
Option, it could vote those shares in the election of directors of
Equality and other matters requiring a stockholder vote, thereby
potentially having a material impact on the outcome of such matters.
Allegiant may exercise the Option, in whole or in part, at any
time or from time to time until the occurrence of an Exercise
Termination Event (as defined below) if, but only if both a Triggering
Event (as defined below) and an Exercise Event (as defined below) shall
have occurred before the exercise of the Option. Each of the following
shall be an "Exercise Termination Event": (i) the Effective Time of the
Merger; (ii) the termination of the Merger Agreement (a) by mutual
agreement of the parties, (b) as a result of the issuance of a final
nonappealable denial of a required regulatory approval or the issuance
of a final nonappealable order enjoining the transactions contemplated
by the Merger Agreement, (c) in the event that the Merger shall not have
been consummated on or before March 31, 2001 or (d) in the event of a
material breach or failure to perform by Allegiant which is not remedied
within 30 days of notification of such breach or failure to perform;
(iii) the termination of the Merger Agreement in accordance with the
provisions thereof if such termination occurs before the occurrence of a
Triggering Event; or (iv) the passage of nine months after termination
of the Merger Agreement (other than a termination of the Merger
Agreement pursuant to (ii) above) if such termination follows the
occurrence of a Triggering Event.
The term "Triggering Event" means any of the following
events or transactions: (i) Equality or Savings Bank, without having
received Allegiant's prior written consent, shall have entered into an
agreement to engage in an Acquisition Transaction (as defined below) with
any person other than Allegiant or any of its affiliates, the Board of
Directors of Equality shall have recommended that the Equality Stockholders
approve or accept any Acquisition Transaction other than as contemplated by
the Merger Agreement, the Board of Directors of Equality shall have withdrawn
its recommendation or failed to recommend that the Equality Stockholders vote
for the Merger Agreement and the Merger or Equality shall have acted
inconsistently with the terms of the Merger Agreement; (ii) any person
other than Allegiant or an affiliate of Allegiant shall have acquired
beneficial ownership or the right to acquire beneficial ownership of, or
commenced a tender offer or exchange offer for, 25% or more of the
outstanding shares of Equality common stock; (iii) any person other
than Allegiant or an affiliate of Allegiant shall have made a bona fide
proposal to Equality or Savings Bank by public announcement or written
communication that is or becomes the subject of public disclosure to
engage in an Acquisition Transaction; or (iv) any person other than
Allegiant or an affiliate of Allegiant, other than in connection with a
transaction to which Allegiant has given its prior written consent,
shall have filed an application or notice with the Office of Thrift
Supervision or other federal or state bank regulatory authority, which
application or notice has been accepted for processing, for approval to
engage in an Acquisition Transaction. The term "Acquisition
Transaction" means (a) a merger, consolidation, share exchange or
similar business combination transaction involving Equality or Savings
Bank, (b) a purchase, lease or other acquisition of 25% or more of the
assets of Equality or Savings Bank or (c) a purchase or other
acquisition (including by way of merger, consolidation, share exchange
or otherwise) of securities representing 25% or more of the voting power
of Equality or Savings Bank.
The term "Exercise Event" means either of the following
events or transactions: (i) the acquisition by any person of beneficial
ownership of 25% or more of the then outstanding Equality common stock
without giving effect to any shares subject to or issued pursuant to the
Option; or (ii) the execution by Equality or Savings Bank of an
agreement for an Acquisition Transaction with any person other than
Allegiant or any of its affiliates.
<PAGE>
<PAGE>
In connection with the execution of the Merger Agreement, each of
the directors of Equality, in his or her capacity as a shareholder of Equality,
entered into a Voting Agreement, dated July 26, 2000, pursuant to which,
among other things, each such director agreed to vote all of the shares of
Equality common stock over which such director has voting power in favor of
the Merger and the Merger Agreement. Such Voting Agreements relate to an
aggregate of 365,683 shares of Equality common stock.
ITEM 7. EXHIBITS
1.1 Agreement and Plan of Merger, dated as of July 26,
2000, by and among Allegiant Bancorp, Inc., Allegiant
Acquisition Corporation and Equality Bancorp, Inc.
1.2 Option Agreement, dated as of July 26, 2000, by
and between Allegiant Bancorp, Inc. and Equality
Bancorp, Inc.
1.3 Form of Voting Agreement, dated July 26, 2000, included
as Exhibit B to the Agreement and Plan of Merger attached
as Exhibit 1.1 hereto.
99.1 Press Release dated July 26, 2000.
* * *
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, Allegiant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Dated: August 1, 2000
ALLEGIANT BANCORP, INC.
By /s/ Thomas A. Daiber
----------------------------------------------
Thomas A. Daiber, Senior Vice President and
Chief Financial Officer
<PAGE>
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
1.1 Agreement and Plan of Merger, dated as of July 26, 2000, by
and among Allegiant Bancorp, Inc., Allegiant Acquisition
Corporation and Equality Bancorp, Inc.
1.2 Option Agreement, dated as of July 26, 2000, by and
between Allegiant Bancorp, Inc. and Equality Bancorp, Inc.
1.3 Form of Voting Agreement, dated July 26, 2000, included as
Exhibit B to the Agreement and Plan of Merger attached as
Exhibit 1.1 hereto.
99.1 Press Release dated July 26, 2000.
