SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
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 Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
ALLEGIANT BANCORP, INC.
(Name of Registrant as Specified in its Charter)
N/A
(Name of Person Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No Fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total Fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(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 our filing.
1) Amount Previously Paid:
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4) Date Filed:
[Allegiant Bancorp, Inc. Letterhead]
April 5, 2003
Dear Fellow Shareholders:
Our annual meeting of shareholders will be held at the Hilton St.
Louis Frontenac, 1335 S. Lindbergh Blvd., St. Louis, Missouri 63131, at 3:00
p.m., local time, on Thursday, May 8, 2003. 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, we request that you date, sign and return
the enclosed proxy in the envelope provided so that your shares will be
represented at the meeting. The mailing of an executed proxy will not affect
your right to vote in person should you later decide to attend the annual
meeting.
Sincerely,
MARVIN S. WOOL
Chairman of the Board
ALLEGIANT BANCORP, INC.
10401 CLAYTON ROAD
ST. LOUIS, MISSOURI 63131
314-692-8800
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD THURSDAY, MAY 8, 2003
Dear Shareholder:
The annual meeting of shareholders of Allegiant Bancorp, Inc., a
Missouri corporation, will be held at the Hilton St. Louis Frontenac, 1335
S. Lindbergh Blvd., St. Louis, Missouri 63131, on Thursday, May 8, 2003, at
3:00 p.m., local time, for the following purposes:
1. To elect five Class III members and one Class II member 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 or postponement
thereof.
Our board of directors has fixed the close of business on March 21,
2003 as the record date for the determination of shareholders entitled to
notice of and to vote at the meeting and any adjournment or postponement of
the meeting.
The accompanying Proxy Statement sets forth important information
and is deemed incorporated by reference in this notice.
By Order of the Board of Directors,
KEVIN R. FARRELL
Secretary
April 5, 2003
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 AT THE MEETING. NO POSTAGE NEED BE
AFFIXED IF MAILED IN THE UNITED STATES.
ALLEGIANT BANCORP, INC.
10401 CLAYTON ROAD
ST. LOUIS, MISSOURI 63131
314-692-8800
PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS TO BE
HELD ON THURSDAY, MAY 8, 2003
-----------------
GENERAL
This Proxy Statement is furnished to the shareholders of Allegiant
Bancorp, Inc., a Missouri corporation, in connection with the solicitation
of proxies for use at the annual meeting of shareholders to be held at the
Hilton St. Louis Frontenac, 1335 S. Lindbergh Blvd., St. Louis, Missouri
63131, at 3:00 p.m., local time, on Thursday, May 8, 2003, and at any
adjournment or postponement of such meeting, for the purposes set forth in
the accompanying notice of annual meeting of shareholders.
Your proxy is being solicited by our board of directors and will be
voted in accordance with the instructions contained in the proxy. If no
choice is specified, proxies will be voted in favor of the election of the
nominees for director proposed by our board of directors in Proposal I. A
proxy may be revoked at any time before it is voted by filing a written
notice of revocation or a later-dated proxy with our corporate secretary at
our principal offices 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 or postponement of such meeting.
This Proxy Statement, the notice of annual meeting and the
accompanying proxy were first mailed to our shareholders on or about April
5, 2003. We will bear the entire expense of soliciting proxies. Proxies will
be solicited by mail initially. Our directors, executive officers and
employees 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 us for their reasonable expenses incurred in sending proxy
materials to beneficial owners.
Only shareholders of record at the close of business on March 21,
2003 are entitled to notice of, and to vote at, the annual meeting. On that
date, there were 16,205,777 shares of our common stock, $.01 par value,
issued and outstanding. Except as described below with respect to cumulative
voting in the election of directors, 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 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.
1
Cumulative voting is applicable to the election of our directors.
In the election of directors, a shareholder is entitled to cast as many
votes as shall equal the number of shares of our common stock he or she owns
multiplied by six, 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 the
company's 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.
PROPOSAL I. ELECTION OF DIRECTORS
Five individuals will be elected at the annual meeting to serve as
Class III directors for a term of three years and one individual will be
elected at the annual meeting to serve as Class II director for a term of
two years. The six 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 our board of directors for the
election of the following individuals nominated by our board of directors:
Leon A. Felman, Douglas P. Helein, Michael R. Hogan, C. Virginia Kirkpatrick
and Marvin S. Wool as Class III directors, except as otherwise directed by
the shareholder on the proxy, and Nancy C. Pechloff as a Class II director,
except as otherwise directed by the shareholder on the proxy.
Messrs. Felman, Helein, Hogan and Wool, Ms. Kirkpatrick and Ms.
Pechloff currently serve as directors. If for any reason Mr. Felman, Mr.
Helein, Mr. Hogan, Mr. Wool, Ms. Kirkpatrick or Ms. Pechloff becomes
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 our board of directors.
OUR BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF LEON
A. FELMAN, DOUGLAS P. HELEIN, MICHAEL R. HOGAN, C. VIRGINIA KIRKPATRICK AND
MARVIN S. WOOL AS CLASS III DIRECTORS AND NANCY C. PECHLOFF AS A CLASS II
DIRECTOR.
The name, age, principal occupation or position and other
directorships with respect to Messrs. Felman, Helein, Hogan and Wool, Ms.
Kirkpatrick and Ms. Pechloff and the other directors whose terms of office
will continue after the annual meeting are set forth below.
CLASS III - TO BE ELECTED FOR A TERM OF THREE YEARS EXPIRING IN 2006
LEON A. FELMAN, 68, has served as a director since April 1992 and
as a director of Allegiant Bank since May 2000. Mr. Felman's business
activities have been private investment in financial institutions since
1999. For more than 30 years before that time, he was associated with Sage
Systems, Inc., a franchisee of Arby's restaurants in the St. Louis area, and
served as its President and Chief Executive Officer. Mr. Felman serves on
the board of directors of Dynex, Inc., a Richmond, Virginia-based mortgage
real estate investment trust listed on the New York Stock Exchange.
DOUGLAS P. HELEIN, 51, has served as a director since October 2001.
Mr. Helein has been an insurance broker for Welsch, Flatness & Lutz, Inc.,
an insurance agency, for more than the past five years.
2
MICHAEL R. HOGAN, 49, has served as a director since October 2000.
Mr. Hogan has been Chief Administrative Officer, Chief Financial Officer and
Vice President of Sigma-Aldrich Corporation, a life science company, since
April 1999. Prior to that time, he served three years as Corporate Vice
President and Controller for Monsanto Company, a manufacturer of
agricultural and biotechnology products and other consumer products.
C. VIRGINIA KIRKPATRICK, 69, has served as a director and as a
director of our bank since March 1990. Ms. Kirkpatrick has been President
of CVK Personal Management & Training Specialists, a business consulting
and human resource management firm, since 1982.
MARVIN S. WOOL, 74, has served as a director since March 1990 and
as our Chairman and the Chairman of Allegiant Bank since March 1992. From
March 1992 through December 1998, Mr. Wool served as our Chief Executive
Officer. For more than the past five years, Mr. Wool has served as the
President and Chief Executive Officer of Dash Multi-Corp, the holding
company for subsidiary companies that are in the chemical, cloth coating,
carpet and rubber products industries.
CLASS II - TO BE ELECTED FOR A TERM OF TWO YEARS EXPIRING IN 2005
NANCY C. PECHLOFF, 50, has served as a director since November
2002. Ms. Pechloff has been an Adjunct Professor of Accounting at the Olin
School of Business at Washington University in St. Louis since September
2002. Prior to that time, she was a Senior Audit Partner for 29 years at
Arthur Andersen, LLP.
CLASS II - TO CONTINUE IN OFFICE UNTIL 2005
ROBERT L. CHAMBERS, 41, has served as a director since December
2000. Mr. Chambers has been President of Huntleigh Securities Corp., a
securities brokerage company, since September 2000. Prior to that time, he
was Chief Executive Officer of K.W. Chambers & Co., a regional, full-service
broker/dealer, for more than five years.
LELAND B. CURTIS, 59, has served as a director since April 1996 and
was a director of Allegiant Bank from May 2000 to November 2001. Mr. Curtis
has been a partner in the St. Louis, Missouri law firm of Curtis, Oetting,
Heinz, Garrett & O'Keefe, P.C. for more than the past five years.
SHAUN R. HAYES, 43, has served as a director and our President
since June 1989 and became our Chief Executive Officer in January 1999.
Additionally, Mr. Hayes has served as a director of Allegiant Bank since
1990 and as its President and Chief Executive Officer since May 1992.
JOHN L. WEISS, 47, has served as a director since March 1999 and as
a director of Allegiant Bank since May 1997. Mr. Weiss has been President of
Brentwood Volvo, an automobile dealership in St. Louis, Missouri, for more
than 15 years and has been the General Manager of Feld Toyota, an automobile
dealership in St. Louis, Missouri, since February 2000.
CLASS I - TO CONTINUE IN OFFICE UNTIL 2004
KEVIN R. FARRELL, 51, has served as a director since June 1989, as
our Secretary since 1994 and as a director of Allegiant Bank since 1990. Mr.
Farrell has been President of Great Ledge Development, formerly St. Louis
Steel Products, a metal forming company, since its founding in 1990.
RICHARD C. FELLHAUER, 61, has served as a director since December
2000. Mr. Fellhauer has been a Senior Vice President of Allegiant Bank since
November 2000. Prior to that time, he was the President,
3
Chief Executive Officer and Chairman of the Board of Equality Bancorp, Inc.,
the holding company for Equality Savings Bank, from 1982 to November 2000.
THOMAS M. TESCHNER, 46, has served as a director of Allegiant
Bancorp, Inc. and as a director of Allegiant Bank since October 2001. Mr.
Teschner has been a private investor since October 2001. Prior to that time,
he was the President and Chief Executive Officer of Southside Bancshares
Corp., the holding company for South Side National Bank, from 1992 through
September 2001.
ROBERT E. WALLACE, JR., 46, has served as a director since October
2000. Mr. Wallace has been the Senior Vice President of
Administration/General Counsel of the St. Louis Rams, a professional
football team, since 1995.
LEE S. WIELANSKY, 51, has served a director since March 1990, was a
director of Allegiant Bank from January 1999 to November 2001 and served as
Vice Chairman of Allegiant Bank from February 1999 through November 2001.
Mr. Wielansky has been the President and Chief Executive Officer of JDN
Development Company since November 2000 and a member of its board of directors
since February 2001. He has been a member of the board of directors of
Acadia Realty, a real estate investment trust listed on the New York Stock
Exchange, since June 2000. Prior to that time, he was Managing Director of
Investments and a member of the board of directors of Regency Realty
Corporation, a publicly-held real estate investment trust, for more than
three years.
* * * * * * * * * * * *
We received a shareholder proposal for election of The Reverend
Darrel C. Curtis, D.D.,D. Min-C as a director. Reverend Curtis was not
nominated by our board of directors. However, as required by the Securities
Exchange Act of 1934, we have included the shareholder proposal in this
Proxy Statement and the proxy.
As discussed below under "Shareholder Proposal," the proposed
nomination of Reverend Curtis was not made in accordance with our director
nomination procedures. The procedures, which are set forth in our by-laws
and were specifically described in our Proxy Statement for our 2002 annual
meeting, require a shareholder to provide us written notice of his or her
intent to nominate an individual for election to the board of directors at
this year's annual meeting not earlier than the 90th day prior to the annual
meeting nor later than the close of business on the 60th day prior to the
annual meeting. In addition, the notice must provide biographical
information regarding the director nominee similar to information provided
on directors in this Proxy Statement. The shareholder proposal was not
submitted in accordance with either of these requirements. As a result,
Reverend Curtis has not been properly nominated for a director at the
meeting. Accordingly, a proxy marked "for" the shareholder proposal will not
result in a vote being cast to elect him by the proxies in the election of
directors.
The board believes that the procedures set forth in the by-laws are
reasonable to assure the orderly conduct of shareholder meetings and are not
unduly burdensome for shareholders. Thus, the board believes that it is in
the best interests of the company and all its shareholders that the
published procedures for shareholder proposals be applied consistently and
uniformly.
4
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
The following table sets forth information regarding the amount of
our common stock and trust preferred securities of our affiliates
beneficially owned, as of March 21, 2003, by each person who is a named
executive officer, director or known by us to own beneficially more than 5%
of our common stock, and all of our directors and executive officers as a
group:
CAPITAL TRUST I CAPITAL TRUST II
COMMON STOCK(1) TRUST PREFERRED SECURITIES(2) TRUST PREFERRED SECURITIES(3)
----------------------- ----------------------------- -----------------------------
NUMBER NUMBER NUMBER
OF SHARES OF SHARES OF SHARES
NAME OF BENEFICIALLY PERCENT BENEFICIALLY PERCENT BENEFICIALLY PERCENT
BENEFICIAL OWNER OWNED OF CLASS OWNED OF CLASS OWNED OF CLASS
---------------- ------------- -------- ------------ -------- ------------ --------
Robert L. Chambers 32,945 (4) (23) - - - -
Leland B. Curtis 58,860 (5) (23) - - - -
Kevin R. Farrell 362,688 (6) 2.2 700 (23) - -
Richard C. Fellhauer 155,663 (7) 1.0 - - - -
Leon A. Felman 1,297,511 (8) 8.0 40,020 2.3 - -
Shaun R. Hayes 555,185 (9) 3.4 - - - -
Douglas P. Helein 310,722 (10) 1.9 - - - -
Michael R. Hogan 22,500 (11) (23) - - - -
C. Virginia Kirkpatrick 155,804 (12) 1.0 1,000 (23) - -
Nancy C. Pechloff 2,679 (13) (23) - - - -
Thomas M. Teschner 203,827 (14) 1.3 - - - -
Robert E. Wallace, Jr. 18,242 (15) (23) - - - -
John L. Weiss 38,954 (16) (23) - - 2,000 (23)
Lee S. Wielansky 153,628 (17) 1.0 10,000 (23) - -
Marvin S. Wool 791,573 (18) 4.9 - - 24,000 1.5
Jeffrey S. Schatz 38,362 (19) (23) - - - -
Paul F. Glarner 60,351 (20) (23) - - - -
Arthur E. Weiss 22,935 (21) (23) - - - -
Thomas A. Daiber 49,504 (22) (23) - - - -
All directors and executive
officers as a group
(19 persons) 4,331,932 (24) 25.9% 51,720 3.0% 26,000 1.6%
NAME OF OTHER
PRINCIPAL SECURITY HOLDER
-------------------------
First Banks, Inc. (25) 1,205,929 7.4% - - - -
----------------------
(1) Except as otherwise indicated, each individual has sole voting and
investment power over the shares listed beside his or her name and is
deemed to own shares issuable upon exercise of stock options which
were exercisable at March 21, 2003 or which were to become
exercisable within 60 days thereafter. The percentage calculations
for beneficial ownership are based upon 16,205,777 shares of our
common stock that were issued and outstanding as of March 21, 2003,
plus, with respect to each individual and for all directors and
executive officers as a group, the number of shares subject to
options that may be acquired upon exercise within 60 days after March
21, 2003.
5
(2) The percentage calculations for beneficial ownership are based upon
1,725,000 shares of non-voting trust preferred securities of
Allegiant Capital Trust I that were issued and outstanding as of
March 21, 2003. We own all of the common securities of Allegiant
Capital Trust I.
(3) The percentage calculations for beneficial ownership are based upon
1,600,000 shares of non-voting trust preferred securities of
Allegiant Capital Trust II that were issued and outstanding as of
March 21, 2003. We own all of the common securities of Allegiant
Capital Trust II.
(4) Total includes 17,734 shares subject to stock options exercisable
within 60 days.
(5) Total includes: 14,533 shares held jointly with Mr. Curtis's spouse;
13,464 shares held in Mr. Curtis's IRA plan; 5,971 shares held in the
Curtis Oetting, et al. profit sharing plan; and 24,850 shares subject
to stock options exercisable within 60 days.
(6) Total includes: 196,509 shares held of record by Pentastar Family
Holdings, Inc.; 96,052 shares held of record by Cuttyhunk
Investments, LLC; 1,771 shares held by Fidelity Investments as
Trustee for the IRA of Mr. Farrell's spouse; 1,512 shares held by
NFSC/FMTC as Trustee for the IRA of Mr. Farrell's spouse; 54,011
shares held by Fidelity Investments in Mr. Farrell's IRA plans; and
9,950 shares subject to stock options exercisable within 60 days.
(7) Total includes: 23,229 shares held jointly with Mr. Fellhauer's
spouse; 1,839 shares held by Mr. Fellhauer as custodian for his two
children; 3,661 shares held in the IRA account of Mr. Fellhauer's
spouse; 77,171 shares held subject to our section 401(k) plan; 23,035
shares held in Mr. Fellhauer's IRA plan; 383 shares held jointly with
another individual; and 25,734 shares subject to stock options
exercisable within 60 days.
(8) Total includes: 62,400 shares held in the Leon A. Felman Family Trust
of which Mr. Felman is the voting trustee; 1,179,600 shares held in
the Felman Family Partnership, LP of which Mr. Felman is the voting
partner; and 5,000 shares subject to stock options exercisable within
60 days. Mr. Felman's address is 2122 Kratky Road, St. Louis, MO
63114.
(9) Total includes: 5,140 shares held for the benefit of Mr. Hayes's
children as to which he has voting rights; 2 shares held of record by
Mr. Hayes's spouse; 4,425 shares held subject to our section 401(k)
plan; 21,000 shares of restricted stock; and 118,074 shares subject
to stock options exercisable within 60 days.
(10) Total includes 5,000 shares subject to stock options exercisable
within 60 days.
(11) Total includes 12,500 shares subject to stock options exercisable
within 60 days.
(12) Total includes: 16,033 shares held jointly with Ms. Kirkpatrick's
spouse; 3,015 shares held of record by Ms. Kirkpatrick's spouse;
25,927 shares held in the IRA plan of Ms. Kirkpatrick's spouse; 7,118
shares held jointly with Ms. Kirkpatrick's children; 9,950 shares
held in Ms. Kirkpatrick's SEP account; and 14,950 shares subject to
stock options exercisable within 60 days.
(13) Total includes 2,679 shares held as tenants by entirety with Ms.
Pechloff's spouse.
(14) Total includes: 23,958 shares held jointly with Mr. Teschner's
spouse; and 5,000 shares subject to stock options exercisable within
60 days.
(15) Total includes: 5,741 shares held jointly with Mr. Wallace's spouse;
and 12,500 shares subject to stock options exercisable within 60
days.
(16) Total includes: 3,256 shares held in the IRA account of Mr. Weiss's
spouse; 723 shares held jointly with Mr. Weiss's spouse; 750 shares
held jointly with Mr. Weiss's mother; 5,967 shares held in Mr.
Weiss's IRA plan; and 18,094 shares subject to stock options
exercisable within 60 days.
(17) Total includes 24,850 shares subject to stock options exercisable
within 60 days.
6
(18) 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; 11,216 shares held jointly with Mr. Wool's spouse; and
47,845 shares subject to stock options exercisable within 60 days.
(19) Total includes: 1,162 shares held subject to our section 401(k) plan;
3,000 shares held jointly with Mr. Schatz's spouse; 12,000 shares of
restricted stock; and 22,200 shares subject to stock options
exercisable within 60 days.
(20) Total includes: 4,522 shares held subject to our section 401(k) plan;
111 shares held by Mr. Glarner as custodian for his daughter; 1,074
shares held jointly with Mr. Glarner's spouse; 12,000 shares of
restricted stock; and 39,000 shares subject to stock options
exercisable within 60 days.
(21) Total includes: 4,000 shares held jointly with Mr. Weiss's spouse,
1,411 shares held subject to our section 401(k) plan; 524 shares held
in Mr. Weiss's IRA plan; 7,000 shares of restricted stock; and 10,000
shares subject to stock options exercisable within 60 days.
(22) Total includes: 1,299 shares held subject to our section 401(k) plan;
5,250 shares of restricted stock; and 30,500 shares subject to stock
options exercisable within 60 days.
(23) Less than one percent.
(24) Total includes 62,500 shares of restricted stock and 444,381 shares
subject to stock options exercisable within 60 days.
(25) First Banks, Inc.'s address is 135 North Meramec, Clayton, MO 63105.
The number of shares reported beneficially owned by First Banks is
based upon information furnished by our transfer agent, UMB Bank,
N.A. In September 2002, we entered into an exchange agreement that
provides for First Banks, Inc. to acquire our wholly-owned banking
subsidiary, Bank of Ste. Genevieve, in exchange for approximately
974,150 shares of Allegiant common stock that is currently held by
First Banks, Inc. The transaction, which is subject to regulatory
approval, is expected to be completed in the first half of 2003.
After the transaction is completed, First Banks, Inc. will own
approximately 231,779 shares or 1.5% of our outstanding common stock.
EQUITY COMPENSATION PLAN INFORMATION
The following table sets forth information regarding our equity
compensation plans as of March 21, 2003. We currently have no equity
compensation plans that were not approved by shareholders.
---------------------------------------------------------------------------------------------------------------------
NUMBER OF SECURITIES
REMAINING AVAILABLE FOR
NUMBER OF SECURITIES TO WEIGHTED-AVERAGE FUTURE ISSUANCE UNDER
BE ISSUED UPON EXERCISE EXERCISE PRICE OF EQUITY COMPENSATION PLANS
OF OUTSTANDING OPTIONS, OUTSTANDING OPTIONS, (EXCLUDING SECURITIES
WARRANTS AND RIGHTS WARRANTS AND RIGHTS REFLECTED IN COLUMN (A))
PLAN CATEGORY (A) (B) (C)
---------------------------------------------------------------------------------------------------------------------
Equity compensation plans
approved by security holders 1,167,984 $12.73 1,216,791
---------------------------------------------------------------------------------------------------------------------
Equity compensation plans not
approved by security holders 0 0 0
---------------------------------------------------------------------------------------------------------------------
TOTAL 1,167,984 $12.73 1,216,791
---------------------------------------------------------------------------------------------------------------------
7
BOARD OF DIRECTORS AND COMMITTEES
During 2002, our board of directors met seven times, including
regularly scheduled and special meetings. During the year all of the
directors attended at least 85% of all meetings held by the board of
directors and all committees upon which they served.
Our board of directors has a standing executive committee, audit
committee, directors' and executives' compensation committee and corporate
governance committee.
EXECUTIVE COMMITTEE. Marvin S. Wool (Chairperson), Shaun R. Hayes,
C. Virginia Kirkpatrick, Kevin R. Farrell and Lee S. Wielansky are members
of our executive committee. The executive committee may exercise all powers
of our board of directors that may be lawfully delegated when the board of
directors is not in session. The executive committee met 11 times during
2002.
AUDIT COMMITTEE. C. Virginia Kirkpatrick (Chairperson), Leon A.
Felman, John L. Weiss, Robert L. Chambers, Douglas P. Helein, Thomas M.
Teschner and Nancy C. Pechloff are members of our audit committee. The audit
committee reviews the scope of engagement of our independent public
accountants and their reports. The audit committee also meets with the
financial staff of our company to review accounting procedures and reports.
The audit committee met six times during 2002.
DIRECTORS' AND EXECUTIVES' COMPENSATION COMMITTEE. The members of
the directors' and executives' compensation committee are Lee S. Wielansky
(Chairperson), Leland B. Curtis, Michael R. Hogan and Robert E. Wallace, Jr.
The directors' and executives' compensation committee reviews and recommends
the salaries and other compensation of all our directors and executive
officers. The directors' and executives' compensation committee met three
times during 2002.
CORPORATE GOVERNANCE COMMITTEE. The board of directors, in December
2002, voted to have a standing corporate governance committee. The corporate
governance committee reviews our corporate governance practices and recommends
to our board of directors any changes the committee deems necessary or
desirable. The corporate governance committee members are Leon A. Felman
(Chairperson), Robert L. Chambers, Leland B. Curtis and Robert E. Wallace, Jr.
The corporate governance committee did not meet during 2002.
COMPENSATION OF DIRECTORS
There are six regular meetings scheduled for the board during 2003.
Non-employee directors are paid a $20,000 annual retainer plus $1,500 per
regular scheduled board meeting attended. Directors who also are employed by
us are not eligible to receive directors' or committee's fees. Directors
serving on our audit committee are paid $500 per year, the chairperson of
the audit committee is paid $2,500 per year, directors serving on our
executive committee receive $1,000 per year, directors serving on our
directors' and executives' compensation committee receive $250 per year, the
chairperson of the directors' and executives' compensation committee is paid
$500 per year, directors Kevin R. Farrell, John L. Weiss and Marvin S. Wool,
who are not employees and who serve on the Allegiant Bank loan committee,
receive $2,500 per year and directors Douglas P. Helein and Thomas M.
Teschner, who are not employees and who serve on the Allegiant Bank trust
committee, receive $500 per year. Pursuant to our 1996 Directors' Stock
Option Plan, non-employee directors who have served on our board of
directors for at least two years receive options to purchase 5,000 shares of
our common stock on the day after the annual meeting each year a director
remains on our board of directors. Our chairman receives options to purchase
a minimum of 9,899 shares per year. Options granted under the 1996
Directors' Stock Option Plan have a term of five years and have an exercise
price of 110% of the fair market value at the time of grant.
In 2002, our directors participated in our fee conversion plan for
directors and committee members. That plan provides for the conversion of
directors' fees into shares of our common stock.
8
Under the plan, the fees each director earns during a quarter are credited
to an account established for the director. At the end of each calendar
quarter, we determine 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 our common stock as of that date. The shares of our common stock
are then purchased for directors by contributing their fees to our dividend
reinvestment and stock purchase plan.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Certain of our officers and directors and their affiliates are
customers of Allegiant Bank. All those customer transactions were made in
the ordinary course of business, on substantially the same terms, including
interest rates and collateral, as those prevailing at the time for
comparable transactions with other persons, and did not involve more than
normal risk of collectibility or present other unfavorable or unusual
features.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Directors' and Executives' Compensation Committee is composed
entirely of the four outside directors named as signatories to the Directors'
and Executives' Compensation Committee report above. Members of the committee
do not have any relationships with us, our Chief Executive Officer or other
executive officers which could be deemed to be interlocks.
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
The audit committee oversees our financial reporting process on
behalf of the board of directors. Management has the primary responsibility
for the financial statements and the reporting process including the systems
of internal controls. The audit committee operates under a written charter,
which was approved and adopted by our board of directors in July 2001. Our
independent auditors, Ernst & Young LLP, are responsible for expressing an
opinion on the conformity of our audited financial statements to generally
accepted accounting principles.
In fulfilling its oversight responsibilities, the audit committee
reviewed the audited financial statements in our annual report to
shareholders with management, including a discussion of the quality, and not
just the acceptability, of the accounting principles, the reasonableness of
significant judgments, and the clarity of disclosures in the financial
statements. The audit committee meets with the independent auditors, with
and without management present, to discuss the scope and plans for the
audit, results of their examinations, their evaluations of our internal
controls, and the overall quality of our financial reporting. The audit
committee reviewed with the independent auditors the acceptability of our
accounting principles and such other matters as are required to be discussed
with the audit committee under generally accepted auditing standards,
including Statement of Auditing Standard 61. In addition, the audit
committee has discussed with the independent auditors the auditors'
independence from management and the company, including the matters in the
written disclosures and the letter required by the Independence Standards
Board Standard No. 1.
In reliance on the reviews and discussions referred to above, the
audit committee recommended to the board of directors, and the board
approved, that the audited financial statements be included in our Annual
Report on Form 10-K for the year ended December 31, 2002, for filing with
the Securities and Exchange Commission.
Each of the current members of the committee is an "independent"
director within the meaning of the listing standards of the National
Association of Securities Dealers, Inc.
April 5, 2003 Submitted by the Audit Committee
of the Board of Directors
C. Virginia Kirkpatrick (Chairperson)
Robert L. Chambers
Leon A. Felman
Douglas P. Helein
Nancy C. Pechloff
Thomas M. Teschner
John L. Weiss
9
REPORT OF DIRECTORS' AND EXECUTIVES' COMPENSATION COMMITTEE
OF THE BOARD OF DIRECTORS
The directors' and executives' compensation committee approves and
recommends to our board of directors the compensation program for our
directors, chief executive officer and other executive officers. The
committee is composed entirely of independent directors.
The committee has the following goals for the compensation programs
relating to the executives of our company: 1) to provide motivation for the
executives to enhance shareholder value by linking a portion of their
compensation to the company's financial performance; 2) to provide
motivation for the executives to enhance shareholder value by linking a
portion of the compensation to the future appreciation in the value of the
company's common stock; 3) to retain the executive officers who have led the
company to high performance levels and allow the company to attract high
quality executives in the future by providing total compensation
opportunities which exceed competitive norms of the industry when superior
company performance merits that compensation; 4) to maintain reasonable
"fixed" compensation costs by targeting base salaries at competitive average
to moderately below average levels, relying on competitively high bonus
payments for superior performance; and 5) to reserve the right of the
compensation committee to reward and recognize an executive's superior
performance, which goes above and beyond annual goals and expectations,
through additional cash or company stock incentives.
Annual compensation of our executive officers consists of base
salaries and, when appropriate, bonus compensation. Base salaries generally
represent a large portion of the executive officers' total cash
compensation. The committee believes that basing a portion of an executive
officer's compensation on both our performance and that of the individual
motivates the executive to perform at the highest possible level. Bonuses
make up a smaller portion of the executive officers' total cash
compensation. Bonuses are determined based upon our performance and that of
the individual executive during the fiscal year. In evaluating performance,
financial, non-financial and long-term strategic objectives are considered.
As a central component of our executive officers' compensation
program, the committee annually considers awarding executive officers
options to acquire shares of our 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 our longer-term strategic goals by aligning the
long-term financial interests of the executive officers with those of our
shareholders. The committee also believes that significant levels of stock
ownership and ownership potential will assist in retaining the services of
the executive officers.
In determining total compensation of our executive officers for
2002, the committee compared our financial performance 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 it believed fairly reflected our 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 our board
of directors at the beginning of the year and evaluated each executive
officer's performance with respect to such objectives.
The committee recommended and the board approved the 2002
compensation of Mr. Hayes, the President and Chief Executive Officer of
Allegiant Bancorp, Inc. and Allegiant Bank, in accordance with the policies
described above for executive officers. The committee considered the
following factors in determining the base salary for 2002 for Mr. Hayes: our
company's success in attaining our financial goals for 2001 of increasing
our diluted earnings per share by 15% over 2000, and comparative data for
10
executive officers in similar positions with comparable bank holding
companies. Based on these factors, Mr. Hayes' base salary remained at
$370,000.
For 2002, Mr. Hayes's base pay did not increase from 2001, however,
he was eligible to earn a cash bonus ranging up to 40% of his base salary, a
34% increase in incentive compensation from the previous fiscal year. The
financial objective for Mr. Hayes was attaining a 7% increase in diluted
earnings per share in 2002 over 2001. The committee also considered specific
operational and strategic objectives and assessed his ability to demonstrate
the leadership and vision to achieve the long-term growth and profitability
for the company. The committee assigned a priority weight of 90% of the
annual bonus for the attainment of profitability goals. Based upon the
results, Mr. Hayes earned a bonus of $148,000 in 2002 which represented
approximately 40% of his base salary for 2002. Mr. Hayes was paid an
additional $90,000 cash bonus in 2002 as part of the executive incentive
bonus plan which provides a cash bonus pool for executive officers for the
achievement of targeted growth in earnings per share for two consecutive
years.
On January 2, 2002, Mr. Hayes was granted an option to purchase
10,000 shares of our common stock. That grant was made in accordance with
annual option grants outlined in our Incentive Stock Option Plan. On
February 8, 2002, Mr. Hayes was granted 30,000 shares of restricted stock.
In determining the amount of restricted stock and stock options granted to
Mr. Hayes and other executives, the committee took into account its goal of
aligning the interests of management with those of the shareholders through
stock ownership, Allegiant's recent growth and the compensation packages
received by executives at comparable financial institutions.
As noted in the program described above, a significant portion of
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 objectives and returns to shareholders, recognizing
that the business cycle from time to time may result in an imbalance for a
particular period.
April 5, 2003 Submitted by the Directors' and
Executives' Compensation Committee
Lee S. Wielansky (Chairperson)
Leland B. Curtis
Michael R. Hogan
Robert E. Wallace, Jr.
11
COMPENSATION OF EXECUTIVE OFFICERS
The following table summarizes the compensation of our Chief
Executive Officer and President and the four other most highly compensated
executive officers during 2002, as well as the total compensation paid to
each individual during the last three years.
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION LONG-TERM COMPENSATION
--------------------- --------------------------
RESTRICTED SECURITIES
STOCK UNDERLYING ALL OTHER
PAYOUT SALARY BONUS AWARDS OPTIONS/SARS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($) ($) (#) ($)
--------------------------- ---- --------- ---------- ----------- ----------- ------------
Shaun R. Hayes 2002 370,000 238,000 420,000 (1) 10,000 19,380 (2)
President and Chief Executive 2001 370,000 190,000 -- 30,000 15,630
Officer of each of Allegiant 2000 361,748 120,000 -- 9,899 10,496
Bancorp, Inc. and Allegiant Bank
Jeffrey S. Schatz 2002 180,000 70,000 210,000 (3) 7,500 18,859 (4)
Executive Vice President and 2001 162,500 60,000 -- 7,500 13,829
Chief Financial Officer of each 2000 145,030 40,000 -- 7,500 9,019
of Allegiant Bancorp, Inc. and
Allegiant Bank
Paul F. Glarner 2002 220,000 85,000 210,000 (5) 7,500 17,105 (6)
Executive Vice President and 2001 208,466 75,000 -- 7,500 14,199
Chief Lending Officer of each 2000 196,159 59,000 -- 7,500 10,974
of Allegiant Bancorp, Inc. and
Allegiant Bank
Arthur E. Weiss (started 12/04/00) 2002 127,500 130,000 140,000 (7) 7,500 11,471 (8)
Senior Vice President, Wealth 2001 125,000 75,000 -- -- 10,250
Management, Allegiant Bancorp, 2000 10,416 -- -- 5,000
Inc., and Executive Vice
President, Wealth Management,
Allegiant Bank
Thomas A. Daiber 2002 160,000 60,000 210,000 (9) 7,500 15,681 (10)
Executive Vice President of each 2001 140,000 48,000 -- 14,500 12,217
of Allegiant Bancorp, Inc. and 2000 108,493 37,000 -- 5,000 8,882
Allegiant Bank
-----------------------------
(1) On December 31, 2002 Mr. Hayes held 21,000 shares of restricted stock
with a value of $382,620. Of the 30,000 shares of restricted stock
granted to Mr. Hayes on February 8, 2002, 9,000 shares vested
immediately, 3,000 shares will vest on the day following the 2003
annual meeting of shareholders, and 3,000 shares will vest on the day
following each subsequent annual meeting of shareholders. We pay
dividends on the shares of restricted stock granted.
(2) Consists of matching contributions to our qualified and unqualified
plans of $18,050 and a taxable fringe benefit for the personal use of
a company-owned vehicle of $1,330.
(3) On December 31, 2002 Mr. Schatz held 12,000 shares of restricted stock
with a value of $218,640. Of the 15,000 shares of restricted stock
granted to Mr. Schatz on February 8, 2002, 3,000 shares vested
immediately, 1,500 shares will vest on the day following the 2003
annual meeting of shareholders, and 1,500 shares will vest on the day
following each subsequent annual meeting of shareholders. We pay
dividends on the shares of restricted stock granted.
(4) Consists of matching contributions to our qualified and unqualified
plans of $15,371 and a taxable fringe benefit for the personal use of
a company-owned vehicle of $3,488. Mr. Schatz became our Chief
Financial Officer in February 2003.
(5) On December 31, 2002 Mr. Glarner held 12,000 shares of restricted
stock with a value of $218,640. Of the 15,000 shares of restricted
stock granted to Mr. Glarner on February 8, 2002, 3,000 shares vested
immediately, 1,500 shares will vest on the day following the 2003
annual meeting of shareholders, and 1,500 shares will vest on the day
following each subsequent annual meeting of shareholders. We pay
dividends on the shares of restricted stock granted.
12
(6) Consists of matching contributions to our qualified and unqualified
plans of $15,634 and a taxable fringe benefit for the personal use of
a company-owned vehicle of $1,472.
(7) On December 31, 2002 Mr. Weiss held 7,000 shares of restricted stock
with a value of $127,540. Of the 10,000 shares of restricted stock
granted to Mr. Weiss on February 8, 2002, 3,000 shares vested
immediately, 1,000 shares will vest on the day following the 2003
annual meeting of shareholders, and 1,000 shares will vest on the day
following each subsequent annual meeting of shareholders. We pay
dividends on the shares of restricted stock granted.
(8) Consists of matching contributions to our qualified and unqualified
plans of $10,867 and a taxable fringe benefit for the personal use of
a company-owned vehicle of $604.
(9) On December 31, 2002 Mr. Daiber held 10,500 shares of restricted stock
with a value of $191,310. Of the 15,000 shares of restricted stock
granted to Mr. Daiber on February 8, 2002, 4,500 shares vested
immediately, 1,500 shares will vest on the day following the 2003
annual meeting of shareholders, and 1,500 shares will vest on the day
following each subsequent annual meeting of shareholders. We pay
dividends on the shares of restricted stock granted. Mr. Daiber was
succeeded as our Chief Financial Officer by Mr. Schatz in February
2003. Mr. Daiber has announced that, within the next few months, he
intends to resign from his Executive Vice President position and
become Chairman, President and Chief Executive Officer of Aviston
Financial Corporation and Chairman and Chief Executive Officer for the
State Bank of Aviston in southwestern Illinois on a full-time basis.
(10) Consists of matching contributions to our qualified and unqualified
plans of $14,777 and a taxable fringe benefit for the personal use of
a company-owned vehicle of $903.
EXECUTIVE RETENTION AGREEMENTS
We have entered into an Executive Retention Agreement with our
chief executive officer and president, Mr. Hayes, providing for certain
benefits, in the event of a "change in control" (as defined in the Executive
Retention Agreement) of our company, for termination of his employment by
us, or the successor corporation to us, without "cause" (as defined in the
Executive Retention Agreement) or if Mr. Hayes terminates his employment
with "good reason" (as defined in the Executive Retention Agreement) within
three years after a change in control. Benefits include that we or the
successor corporation will be required to pay severance benefits consisting
of a lump-sum cash amount equal to 2.99 times Mr. Hayes's annual base
salary. The cash payment to Mr. Hayes will be increased to cover any Federal
excise tax to which his cash payment is subject under the Internal Revenue
Code of 1986, as amended. In addition, all options held by Mr. Hayes will
become fully exercisable as of his date of termination and remain fully
exercisable, except for incentive stock options, for six months following
the date of termination. The agreement continues until the earlier of
January 1, 2005 or the date Mr. Hayes's employment terminates.
We have entered into Executive Retention Agreements with our
executive officers, Messrs. Daiber, Glarner, Schatz and Weiss, providing for
certain benefits, in the event of a "change in control" (as defined in the
Executive Retention Agreement) of our company, for termination of their
employment by us, or the successor corporation to us, without "cause" (as
defined in the Executive Retention Agreement) or if they terminate their
employment with "good reason" (as defined in the Executive Retention
Agreement) within three years after a change in control. Benefits include
that we or the successor corporation will be required to pay severance
benefits consisting of a lump-sum cash amount equal to: a) 2.25 times the
officer's highest annual compensation paid by the company in any one of the
three most recent years for Messrs. Daiber, Glarner and Schatz, and b) 1.0
times the officer's highest annual compensation paid by the company in any
one of the three most recent years for Mr. Weiss. The cash payment to each
of Messrs. Daiber, Glarner, Schatz and Weiss is subject to reduction to the
extent that such payment would require them to pay a Federal excise tax
under the Internal Revenue Code of 1986, as amended. In addition, all
options held by each of Messrs. Daiber, Glarner, Schatz and Weiss will
become fully exercisable as of their respective dates of termination and,
except for incentive stock options, remain fully exercisable for six months
following the date of termination.
13
OPTION/SAR GRANTS IN LAST FISCAL YEAR
The following table sets forth certain information concerning stock
option grants made in 2002 to the named executives. No SARs were granted in
2002.
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 (3)
GRANTED EMPLOYEES IN BASE PRICE EXPIRATION -----------------------
NAME (#) FISCAL YEAR ($/SH) (1) DATE (2) 5%($) 10%($)
---- ------------ ---------------- ----------- ---------- --------- ---------
Shaun R. Hayes 10,000 (4) 3.82% 13.50 November 29, 2011 172,043 217,097
Thomas A. Daiber 7,500 (4) 2.87 13.50 November 29, 2011 129,032 162,823
Paul F. Glarner 7,500 (4) 2.87 13.50 November 29, 2011 129,032 162,823
Jeffrey S. Schatz 7,500 (5) 2.87 13.50 November 29, 2011 129,032 162,823
Arthur E. Weiss 7,500 (6) 2.87 13.50 November 29, 2011 129,032 162,823
------------------
(1) The exercise price may be paid in cash or, at the discretion of the
committee, by shares of common stock already owned, valued at fair
market value on the date of exercise, or a combination of cash and
our common stock.
(2) The options terminate ten years after the date of grant; 12 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.
(3) The indicated 5% and 10% rates of appreciation are provided to comply
with Securities and Exchange Commission regulations and do not
necessarily reflect our views as to the likely trend in our common
stock price. The effect of 5% and 10% rates of appreciation on our
common stock held for the term of the stock options is demonstrated
by the following: a share of our common stock purchased on January 2,
2002 at a price per share of $13.48 and held until November 29, 2011
would have a value of $17.20 at a 5% rate of appreciation, and a
value of $21.71 at a 10% rate of appreciation. Actual gains, if any,
on stock option exercises and common stock holdings will be dependent
on, among other things, the future performance of our common stock
and overall market conditions. There can be no assurance that the
amounts reflected herein will be achieved. Additionally, these values
do not take into consideration the provisions of the options
providing for nontransferability or delayed exercisability.
(4) The entire option grant became immediately exercisable on the date of
grant. These options were granted to Messrs. Hayes, Daiber and
Glarner pursuant to our employee stock option plan.
(5) Sixty percent of the entire option grant became immediately
exercisable on the date of grant and 20% of the options granted
become exercisable on each anniversary during the two-year period
following their issuance.
(6) Forty percent of the entire option grant became immediately
exercisable on the date of grant and 20% of the options granted
become exercisable on each anniversary during the three-year period
following their issuance.
14
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND YEAR-END OPTION/SAR VALUES
The following table presents certain information concerning stock
options exercised in the year ended December 31, 2002, and options remaining
unexercised at December 31, 2002 by the named executives.
NUMBER OF SECURITIES
SHARES UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
ACQUIRED OPTIONS/SARS AT IN-THE-MONEY OPTIONS/SARS
ON VALUE FISCAL YEAR-END (#) AT FISCAL YEAR-END(1) ($)
EXERCISE REALIZED ---------------------------- ----------------------------
NAME (#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- -------- -------- ----------- ------------- ----------- -------------
Shaun R. Hayes 9,448 66,745 68,047 -- 398,081 --
Jeffrey S. Schatz -- -- 10,500 12,500 64,860 75,840
Paul F. Glarner 8,700 37,166 28,200 9,300 136,002 67,596
Arthur E. Weiss -- -- 4,500 8,000 33,070 45,646
Thomas A. Daiber 1,500 11,063 23,100 7,000 139,220 52,490
---------------------
(1) Based on our common stock closing price of $18.22 on December 31, 2002.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN AMONG
ALLEGIANT BANCORP, INC., THE NASDAQ NATIONAL MARKET
AND THE NASDAQ BANK INDEX
The following graph compares an annual cumulative shareholder
return over the period from December 31, 1997 through December 31, 2002
(including reinvestment of dividends) on an indexed basis with the Nasdaq
index and the Nasdaq Bank index. The Nasdaq Bank index is a broad-based
capitalization-weighted index of domestic and foreign common stocks of banks
that are traded on the Nasdaq National Market (Nasdaq/NMS) as well as the
SmallCap Market.
[Total Return Performance Graph]
ALLEGIANT BANCORP NASDAQ BANK INDEX NASDAQ COMPOSITE
12/31/97 100.0000 100.0000 100.0000
12/31/98 85.0000 89.8400 140.1000
12/31/99 89.7200 84.7000 260.5100
12/30/00 84.2600 99.2700 158.5700
12/31/01 131.9000 111.7100 125.5900
12/31/02 177.3600 119.4400 86.3700
Source: Bloomberg L.P.
15
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires our directors, executive officers and persons who own more than 10%
of our outstanding stock to file reports of ownership and changes in
ownership with the Securities and Exchange Commission. To our knowledge,
based solely on our review of such reports furnished to us and written
representations that no other reports were required, all Section 16(a)
filing requirements applicable to our directors, executive officers and
greater-than-ten percent shareholders were complied with during the year
ended December 31, 2002, except for the following: Mr. Farrell filed one
late Form 4 reporting four purchase transactions and Mr. Fellhauer filed one
late Form 4 reporting one gift transaction.
INDEPENDENT PUBLIC AUDITORS
On September 28, 2001, we acquired Southside Bancshares Corp. For
tax reasons, the form of the transaction called for us to merge into
Southside. However, for all other aspects, the surviving company was
effectively Allegiant. On October 5, 2001, we filed a report on Form 8-K to
report, pursuant to Item 4 thereof, the dismissal of KPMG LLP as the
surviving company's independent auditors for the year ended December 31,
2001 and the appointment of Ernst & Young LLP to replace KPMG LLP. Prior to the
merger with Southside, Ernst & Young LLP served as our independent auditors
for each of the fiscal years ended December 31, 1999 and 2000. There have
been no disagreements with our accountants on accounting or financial
disclosure relative to the consolidated financial statements included in our
2002 Annual Report to Shareholders, which are incorporated herein by
reference.
Ernst & Young LLP served as our independent public auditors for
2002. We have not yet appointed our independent public auditors for 2003. We
expect to do so by the end of the second quarter of fiscal year 2003.
Representatives of the firm of Ernst & Young LLP are expected to be present
at our annual meeting and will have the opportunity to make a statement if
they so desire and will be available to respond to appropriate questions.
The following fees were paid to Ernst & Young LLP for services
rendered during the year ended December 31, 2002:
o Audit Fees. $155,708 for services rendered for the audit of
----------
our financial statements and reviews of the financial
statements included in our Forms 10-Q and 10-K.
o Financial Information Systems Design and Implementation Fees.
------------------------------------------------------------
No fees were paid for services rendered in connection with the
design or implementation of hardware or software systems that
aggregate source data underlying the financial statements or
generate information that is significant to the financial
statements taken as a whole.
o All Other Fees. $297,150 for other services rendered,
--------------
including audit related services of $24,068 and non-audit
services of $273,082. Audit related services include fees for
benefit plan audits, accounting consultations and SEC
registration statements. Nonaudit services include fees for
tax planning for the pending sale of Bank of Ste. Genevieve,
other tax planning advice, and tax return preparation.
The Audit Committee considered whether the provision of non-audit
services by Ernst & Young LLP is compatible with maintaining Ernst & Young
LLP's independence.
16
SHAREHOLDER PROPOSAL
On October 9, 2002, we received the following shareholder proposal
from The Reverend Darrel C. Curtis, D.D.,D. Min-C:
"I am requesting that my name be placed on the Official Ballot for
the Office of Board of Directors of the Corporation."
The proposed nomination of Reverend Curtis was not made in
accordance with our director nomination procedures. The procedures, which
are set forth in our by-laws and were specifically described in our Proxy
Statement for our 2002 annual meeting, require a shareholder to provide us
written notice of his or her intent to nominate an individual for election
to the board of directors at this year's annual meeting not earlier than the
90th day prior to the annual meeting nor later than the close of business on
the 60th day prior to the annual meeting. In addition, the notice must
provide biographical information regarding the director nominee similar to
information provided on directors in this Proxy Statement. The shareholder
proposal was not submitted in accordance with either of these requirements.
As a result, Reverend Curtis has not been properly nominated for a director
at the meeting. Accordingly, a proxy marked "for" the shareholder proposal
will not result in a vote being cast to elect him by the proxies in the
election of directors.
For information concerning Reverend Curtis, please contact Mary
Beth Fleming, Investor Relations, Allegiant Bancorp, Inc., 10401 Clayton
Road, St. Louis, Missouri 63131.
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 2004 Annual Meeting of Shareholders must be
received at our office, c/o corporate secretary, 10401 Clayton Road, St.
Louis, Missouri 63131 by not later than November 22, 2003. In addition to
satisfying the notice provisions of the proxy rules, a proposal by a
shareholder must also meet the notice provisions set forth in our by-laws.
Our by-laws provide that shareholder proposals, including nominations of
directors, may be considered at a meeting of shareholders only if written
notice of the proposal is received by our corporate 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
us. Under our by-laws and based upon the presently scheduled date for the
meeting, the date by which written notice of a proposal must be received by
us to be considered at the 2004 annual meeting of shareholders no earlier
than February 8, 2004 and no later than March 8, 2004.
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 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;
17
and (c) as to the shareholder giving the notice and the beneficial owner, if
any, on whose behalf the nomination or proposal is made, (1) the name and
address of such shareholder, as they appear on our books, and of such
beneficial owner, and (2) the class and number of shares of our common stock
which are owned beneficially and of record by such shareholder and such
beneficial owner.
DISCRETIONARY VOTING
At the 2004 annual meeting, 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 we were not
provided notice before January 30, 2004. In addition, we 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 matter. Notwithstanding the above, the
individuals named in the proxy relating to such meeting shall not exercise
discretionary authority over a matter if: (1) we receive notice of the
matter by January 30, 2004; (2) by January 30, 2004, the proponent of the
matter provides us 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 our voting shares required under Missouri law to carry the
proposal; (3) the proponent includes the same statement in our proxy
materials filed under Rule 14a-6 of the Securities Exchange Act of 1934, as
amended; and (4) immediately after soliciting the percentage of shareholders
required to carry the proposal, the proponent provides us 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 our voting shares required under Missouri law to
carry the proposal.
ANNUAL REPORT
Our annual report for the year ended December 31, 2002 has been
mailed simultaneously to our shareholders.
A COPY OF OUR ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED
DECEMBER 31, 2002, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
(EXCLUDING EXHIBITS), MAY BE OBTAINED BY ANY SHAREHOLDER, WITHOUT CHARGE,
UPON WRITTEN REQUEST TO MS. MARY BETH FLEMING, INVESTOR RELATIONS, ALLEGIANT
BANCORP, INC., 10401 CLAYTON ROAD, ST. LOUIS, MISSOURI 63131, 314-692-8800.
OTHER MATTERS
As of the date of this Proxy Statement, our 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 our best interest on such matters.
By Order of the Board of Directors,
MARVIN S. WOOL
Chairman
April 5, 2003
18
ALLEGIANT BANCORP, INC.
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
MAY 8, 2003
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. that the undersigned signatory hereof
is entitled to vote at the Annual Meeting of Shareholders of Allegiant
Bancorp, Inc. to be held at the Hilton St. Louis Frontenac Hotel, 1335 S.
Lindbergh Blvd., St. Louis, Missouri at 3:00 p.m., local time, May 8, 2003,
and all adjournments or postponements 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 CLASS III DIRECTORS (three-year term expiring in 2006)
The Board of Directors recommends voting "FOR" the election of the
following nominees as Class III directors.
NOMINEES: Leon A. Felman, Douglas P. Helein, Michael R. Hogan,
C. Virginia Kirkpatrick, Marvin S. Wool
FOR all nominees listed above WITHHOLD AUTHORITY (to vote
(except as marked to the contrary above) for all nominees listed above)
(INSTRUCTION: To withhold authority to vote for any individual nominee,
strike a line through the nominee's name in the list above. 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.)
2. ELECTION OF Nancy C. Pechloff as a CLASS II DIRECTOR (two-year term
expiring in 2005)
The Board of Directors recommends voting "FOR" the election of Nancy C.
Pechloff as a Class II director.
FOR nominees listed in Item No. 2 WITHHOLD AUTHORITY (to vote for
(except as marked to the contrary) nominee listed in Item No. 2)
3. Shareholder PROPOSAL for MEMBERSHIP as a Class III Director
NOMINEE: Reverend Darrel C. Curtis FOR AGAINST
(This proposal for election for membership on Allegiant Bancorp, Inc.'s
Board of Directors was made by a shareholder proposal pursuant to the
Securities Exchange Act of 1934. Although Allegiant Bancorp, Inc. has
included the shareholder proposal in the Proxy Statement and this
Proxy, the shareholder failed to comply with the director nomination
procedures set forth in the By-Laws of Allegiant Bancorp, Inc. As a
result of the shareholder's failure to comply with the By-Laws,
Reverend Darrel C. Curtis may not be properly nominated for director at
the meeting. Accordingly, an instruction to vote "FOR" the shareholder
proposal will not be cast by the proxies as instructed.)
4. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting and any adjournment or
postponements thereof.
This proxy, when properly executed, will be voted in the manner directed
herein by the undersigned shareholder(s), except as otherwise set forth in
Item No. 3. If no direction is made, this proxy will be voted "FOR" the
election of all nominees set forth in Item No. 1 and No. 2. The proxies
cannot vote your shares unless you sign and return this card.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
THE BOARD OF DIRECTOR RECOMMENDS VOTING "FOR" THE ELECTION OF LEON A.
FELMAN, DOUGLAS P. HELEIN, MICHAEL R. HOGAN, C. VIRGINIA KIRKPATRICK AND
MARVIN S. WOOL AS CLASS III DIRECTORS AND NANCY C. PECHLOFF AS A CLASS II
DIRECTOR AS SET FORTH IN ITEMS NO. 1 AND 2.
SIGNATURE(S):
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SIGNATURE(S):
------------------------------------
DATE:
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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.
APPENDIX
Page 15 of the Proxy Statement contains a Total Return Performance
Graph. The information in the graph is presented in a tabular format
immediately following the graph.