8-K 1 eightk.txt ============================================================================== 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): AUGUST 30, 2001 ALLEGIANT BANCORP, INC. (Exact Name of Registrant as Specified in Its Charter) MISSOURI 0-26350 43-1519382 (State or other (Commission File (I.R.S. Employer jurisdiction Number) Identification of incorporation) Number) 2122 KRATKY ROAD ST. LOUIS, MISSOURI 63114 314-692-8200 (Address of principal executive offices) (Registrant's telephone number, (Zip Code) including area code) NOT APPLICABLE (Former Name or Former Address, if Changed Since Last Report) ============================================================================== ITEMS 1. - 4. NOT APPLICABLE. ITEM 5 OTHER EVENTS On April 30, 2001, Allegiant Bancorp, Inc. ("Allegiant"), a Missouri corporation and a registered bank holding company under the Bank Holding Company Act of 1956, as amended (the "Act"), signed a definitive agreement to acquire Southside Bancshares Corp. ("Southside"), a Missouri corporation and a registered bank holding company under the Act. Southside has four subsidiary banks in the greater St. Louis metropolitan area. Although Allegiant is acquiring Southside, Allegiant will merge with and into Southside, with Southside continuing as the surviving corporation. Simultaneously with the merger, the name of the combined company will be changed to "Allegiant Bancorp, Inc." In addition, the articles of incorporation and by-laws of the combined company will be in substantially the same form as Allegiant's current organizational documents and Allegiant's current officers and directors will make up the officers and directors of the combined company, except that Southside may designate two directors to serve on the initial board of directors of the combined company. Under the merger agreement, Southside shareholders will receive a total of approximately 5.8 million shares of common stock of the combined company plus approximately $59.0 million in cash for all of the outstanding common stock of Southside. Upon the consummation of the merger, each share of Allegiant's common stock issued and outstanding will be converted into the right to receive one share of the combined company. Each Southside shareholder will have the opportunity to elect to receive merger consideration in the form of (1) $14.00 cash, (2) 1.39 shares of the combined company's common stock or (3) a combination of cash and shares of the combined company's common stock. Each Southside shareholder's election will be subject to a possible reallocation so that 50% of the Southside common stock outstanding is converted into cash and the other 50% is converted into the combined company's common stock. On August 15, 2001, the Federal Reserve Board granted its approval of the merger, and other regulatory approvals are pending. Meetings of the shareholders of Allegiant and the shareholders of Southside have each been called for September 12, 2001 for the purpose of voting to approve the merger. The merger is expected to close by the end of September 2001 or as soon as practicable thereafter. The following unaudited consolidated financial statements of Southside and its subsidiaries are included herein: o Condensed Consolidated Balance Sheet at June 30, 2001; o Condensed Consolidated Statements of Income for the six months ended June 30, 2001 and June 30, 2000; o Condensed Consolidated Statements of Shareholders' Equity and Comprehensive Income for the six months ended June 30, 2001 and June 30, 2000; o Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2001 and June 30, 2000; and o Notes to Condensed Consolidated Financial Statements. SOUTHSIDE BANCSHARES CORP. AND SUBSIDIARIES Condensed Consolidated Balance Sheet June 30, 2001 (dollars in thousands) (unaudited)

3 SOUTHSIDE BANCSHARES CORP. AND SUBSIDIARIES Condensed Consolidated Statements of Income Six months ended June 30, 2001 and June 30, 2000 (dollars in thousands, except per share data) (unaudited)

4 SOUTHSIDE BANCSHARES CORP. AND SUBSIDIARIES Condensed Consolidated Statements of Shareholders' Equity and Comprehensive Income Six months ended June 30, 2001 and June 30, 2000 (dollars in thousands, except per share data) (unaudited)

5 SOUTHSIDE BANCSHARES CORP. AND SUBSIDIARIES Condensed Consolidated Statements of Cash Flows Six months ended June 30, 2001 and June 30, 2000 (dollars in thousands) (unaudited)

6 SOUTHSIDE BANCSHARES CORP. AND SUBSIDIARIES Notes To Condensed Consolidated Financial Statements June 30, 2001 (unaudited) (1) BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements have been prepared by Southside Bancshares Corp. (the "Company" or "Southside") in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. They do not include all information and footnotes required by accounting principles generally accepted in the United States of America for complete consolidated financial statements. In the opinion of Southside's management, as expressed in Form 10-Q for the quarter ended June 30, 2001, all adjustments, consisting of normal recurring accruals, considered necessary for a fair presentation have been included. For further information, refer to Southside's Annual Report on Form 10-K for the year ended December 31, 2000. Operating results for the six months ended June 30, 2001 are not necessarily indicative of the results that may be expected for the year ending December 31, 2001. (2) SEGMENT INFORMATION The responsibility for management of the subsidiary banks remains with the officers and directors of the respective banks. The financial performance of the Company is measured internally by subsidiary bank results and key performance measures. The following tables show the financial information of the Company's subsidiary banks, South Side National Bank in St. Louis (SSNB), State Bank of Jefferson County (SBJC), Bank of Ste. Genevieve County (BSG), and The Bank of St. Charles County (BSCC) for the six months ended June 30, 2001 and 2000, respectively. The "Other" column includes the parent company and all intercompany elimination entries.

7 SOUTHSIDE BANCSHARES CORP. AND SUBSIDIARIES Notes To Condensed Consolidated Financial Statements June 30, 2001 (unaudited)

ITEMS 6. - 9. NOT APPLICABLE. ***** 8 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, Allegiant Bancorp, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: August 30, 2001 ALLEGIANT BANCORP, INC. By /s/ Shaun R. Hayes ------------------------------------ Shaun R. Hayes, President and Chief Executive Officer 9

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