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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. )<F*>
EQUALITY BANCORP, INC.
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
29439810
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(CUSIP Number)
Shaun R. Hayes
Allegiant Bancorp, Inc.
2122 Kratky Road
St. Louis, Missouri 63114
(314) 692-8200
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
July 26, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Section 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box / /.
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are to be sent.
[FN]
<F*>The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
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SCHEDULE 13D
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CUSIP No. 29439810 Page 1 of 5 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Allegiant Bancorp, Inc.
43-1519382
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Missouri
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7 SOLE VOTING POWER
474,000<F1>
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NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH -----------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 474,000<F1>
WITH
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10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
474,000<F1>
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.9%
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14 TYPE OF REPORTING PERSON
HC CO
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[FN]
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<F1> The reporting person disclaims beneficial ownership of these shares
pursuant to Rule 13d-4 under the Securities Exchange Act of 1934, as
amended.
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ITEM 1. SECURITY AND ISSUER
This Schedule 13D relates to the common stock, par value $0.01 per share
(the "Equality Common Stock"), of Equality Bancorp, Inc. ("Equality"). The
principal executive offices of Equality are located at 9920 Watson Road,
St. Louis, Missouri 63126.
ITEM 2. IDENTITY AND BACKGROUND
This Schedule 13D is filed by Allegiant Bancorp, Inc. ("Allegiant"), a
Missouri corporation registered as a bank holding company under the Bank
Holding Company Act of 1956, as amended. Allegiant's bank subsidiary,
Allegiant Bank, offers full-service banking and personal trust services
to individuals, commercial businesses and municipalities in the St.
Louis, Missouri metropolitan area. Allegiant Bank's services include
commercial, real estate and installment loans, checking, savings and
time deposit accounts, personal trust and other fiduciary services and
various other financial services such as securities brokerage, insurance
and safe deposit boxes. The principal executive offices of Allegiant are
located at 2122 Kratky Road, St. Louis, Missouri 63114.
During the past five years, to the best of Allegiant's knowledge, neither
Allegiant nor any of its executive officers or directors has been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or has been a party to a civil proceeding of a
judicial or adminstrative body of competent jurisidiction as a result of
which Allegiant or such person was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws, or finding any
violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Pursuant to an Option Agreement, dated as of July 26, 2000, between
Allegiant and Equality (the "Option Agreement"), Equality granted
Allegiant an irrevocable option (the "Option") to purchase, under certain
circumstances and subject to certain adjustments, up to 474,000 shares of
Equality Common Stock, at a price of $9.50 per share, which shares are
covered by this Schedule 13D. The exercise of the Option for the full
number of shares currently covered thereby would require aggregate funds
of $4,503,000. It is anticipated that, should the Option become
exercisable and should Allegiant determine to exercise the Option,
Allegiant would obtain the funds for purchase from working capital or by
borrowing from parties whose identity is not yet known.
A copy of the Option Agreement is included as Exhibit 1.1 to this
Schedule 13D and is incorporated herein by reference.
ITEM 4. PURPOSE OF TRANSACTION
Simultaneously with the execution of the Stock Option Agreement,
Allegiant, Allegiant Acquisition Corporation, a wholly owned subsidiary of
Allegiant ("Acquisition Corp."), and Equality entered into an Agreement
and Plan of Merger, dated as of July 26, 2000 (the "Merger Agreement"),
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"). Pursuant to the Merger Agreement, each share of Equality
Common Stock will be converted into the right to receive 1.118 shares of
the common stock of Allegiant (subject to possible adjustment as provided
in the Merger Agreement), plus cash in lieu of fractional shares.
A copy of the Merger Agreement is included as Exhibit 1.2 to this Schedule
13D and is incorporated herein by reference.
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Except as set forth herein, Allegiant does not have any current plans or
proposals that relate to or would result in any of the following: (i) the
acquisition by any person of additional shares of Equality Common
Stock or the disposition of shares of Equality Common Stock; (ii) an
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving Equality or any of its subsidiaries; (iii) a sale or
transfer of a material amount of assets of Equality or any of its subsidiaries;
(iv) any change in the present board of directors or management of Equality,
including any plans or proposals to change the number or term of directors
or to fill any vacancies on the board; (v) any material change in the
present capitalization or dividend policy of Equality; (vi) any other
material change in Equality's business or corporate structure; (vii) any
change in Equality's charter or bylaws, or instruments corresponding
thereto, or other actions that may impede the acquisition of control of
Equality by any person; (viii) causing a class of securities of Equality
to be delisted from a national securities exchange or to cease to be
authorized to be quoted in an interdealer quotation system of a registered
national securities association; (ix) a class of equity securities of
Equality becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or
(x) any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
The Option Agreement does not allow Allegiant to purchase any shares
of Equality Common Stock pursuant to the Option unless the conditions to
exercise the Option specified in the Option Agreement occur. Pursuant to
the terms of the Option Agreement, 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 (as defined in the Merger Agreement) 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 its wholly-owned subsidiary, Equality
Savings Bank, a state chartered savings bank ("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 stockholders of
Equality 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
stockholders of Equality 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
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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.
Assuming for purposes of this Item 5 that the Option becomes exercisable,
Allegiant would be entitled to purchase up to 474,000 shares of Equality
Common Stock, or 19.9% of the outstanding Equality Common Stock.
As discussed above, Allegiant does not currently have the right to acquire
any shares of Equality Common Stock under the Option, unless certain events
specified in the Option Agreement occur. Accordingly, Equality disclaims
beneficial ownership of such shares under the Securities Exchange Act of
1934, as amended, until such events occur. Assuming for purposes of this
Item 5 that events occurred that would enable Allegiant to exercise the
Option and Allegiant exercised the Option, Allegiant would have sole
voting power and sole dispositive power with respect to the shares of
Equality Common Stock acquired pursuant to the Option. Allegiant
does not have, and will not have after the occurrence of the events
specified in the Option Agreement, shared voting or dispositive
power with respect to any shares of Equality Common Stock.
To the best of Allegiant's knowledge, no executive officer or director of
Allegiant beneficially owns any shares of Equality Common Stock, nor
(except for the issuance of the Option) have any transactions in Equality
Common Stock been effected during the past 60 days by Allegiant or, to the
best knowledge of Allegiant, by any executive officer or director of
Allegiant. In addition, no other person is known by Allegiant to have the
right to receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, the securities covered by this Schedule
13D.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
A copy of the Option Agreement is included as Exhibit 1.1 to this
Schedule 13D and is incorporated herein by this reference.
A copy of the Merger Agreement is included as Exhibit 1.2 to this Schedule
13D and is incorporated herein by reference.
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. A copy of the
form of Voting Agreement is included as Exhibit 1.3 to this Schedule 13D
and is incorporated herein by reference.
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following exhibits are filed as part of this Schedule 13D:
Exhibit 1.1 Option Agreement, dated as of July 26, 2000, by and
between Allegiant Bancorp, Inc. and Equality Bancorp, Inc.,
filed as Exhibit 1.2 to Allegiant Bancorp, Inc.'s Current
Report on Form 8-K dated August 1, 2000, is incorporated
herein by reference.
Exhibit 1.2 Agreement and Plan of Merger, dated as of July 26, 2000, by
and among Allegiant Bancorp, Inc., Allegiant Acquisition
Corporation and Equality Bancorp, Inc., filed as Exhibit 1.1
to Allegiant Bancorp, Inc.'s Current Report on Form 8-K dated
August 1, 2000, is incorporated herein by reference.
Exhibit 1.3 Form of Voting Agreement, dated July 26, 2000, included as
Exhibit B to the Agreement and Plan of Merger filed as
Exhibit 1.2 hereto.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.
August 1, 2000 /s/ Thomas A. Daiber
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Date Thomas A. Daiber, Senior Vice President
and Chief Financial Officer
