EXHIBIT 99(b)
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VOTING AGREEMENT
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This VOTING AGREEMENT (this "Agreement"), dated as of April 30,
2001, is made and entered into by and among the undersigned shareholder
(hereinafter the "Shareholder"), SOUTHSIDE BANCSHARES CORP., a Missouri
corporation ("Southside"), and, for the purposes of Section 2.1(b) and
Article IV only, ALLEGIANT BANCORP INC., a Missouri corporation
("Allegiant").
WHEREAS, concurrently with the execution and delivery of this
Agreement, Allegiant and Southside are entering into an Agreement and Plan
of Merger, dated as of the date hereof (the "Merger Agreement"), which
provides, among other things, for the merger of Allegiant with and into
Southside (the "Merger"), upon the terms and subject to the conditions of
the Merger Agreement.
WHEREAS, as of the date hereof, the Shareholder is the Beneficial
Owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934,
as amended (the "Exchange Act")) of _________ shares of common stock, $.01
par value per share, of Allegiant ("Allegiant Common Stock"); and
WHEREAS, as a condition to the willingness of Southside to enter
into the Merger Agreement, Southside has required that the Shareholder and
Allegiant agree, and in order to induce Southside to enter into the Merger
Agreement, the Shareholder and Allegiant have agreed, to enter into this
Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements contained herein, and intending to be legally bound
hereby, the parties hereto hereby agree as follows:
ARTICLE I.
VOTING OF SHARES
1.1 Voting Agreement. The Shareholder hereby agrees: (a) to
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appear, or, to the extent he or she has the legal authority to do so, to cause
the holder of record on the applicable record date (the "Record Holder") to
appear, at any annual or special meeting of shareholders of Allegiant for the
purpose of obtaining a quorum; (b) to vote, or, to the extent he or she has
the legal authority to do so, to cause the Record Holder to vote, in person
or by proxy, all of the shares of Allegiant Common Stock owned or hereafter
acquired with respect to which the Shareholder has sole voting power (the
"Shares") in favor of the Merger, the Merger Agreement (as in effect on the
date hereof and as subsequently amended to the extent any such subsequent
amendment would not have any material adverse effect on the Shareholder) and
the transactions contemplated by the Merger Agreement; (c) to vote, or, to
the extent he or she has the legal authority to do so, to cause the Record
Holder to vote, the Shares against any action, proposal or agreement that
could reasonably be expected to result in a breach in any material respect of
any covenant, representation or warranty or any other obligation of Allegiant
under the Merger
Agreement, or which could reasonably be expected to result in any of the
conditions to Allegiant's obligations under the Merger Agreement not being
fulfilled; and (d) to vote, or, to the extent he or she has the legal
authority to do so, to cause the Record Holder to vote, such Shares against:
(i) any extraordinary corporate transaction (other than the Merger), such as
a merger, consolidation, business combination, reorganization,
recapitalization or liquidation involving Allegiant or any of its
subsidiaries; or (ii) a sale or transfer of a material amount of the assets
of Allegiant or any of its subsidiaries (each of the events described in
clauses (i) and (ii) above as an "Alternative Transaction"). The Shareholder
acknowledges receipt and review of a copy of the Merger Agreement.
Notwithstanding any other provision of this Article I, the provisions of such
Article I shall not prohibit or restrain the Shareholder from complying with
his or her fiduciary obligations as a director or officer of Allegiant. The
voting agreement set forth in this Article I shall not apply to any Shares
for which the Shareholder exercises voting power solely in a fiduciary
capacity (other than as a fiduciary of a personal trust for the benefit of
the Shareholder or any relative of the Shareholder).
1.2 No Ownership Interest. Nothing contained in this Agreement
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shall be deemed to vest in Southside any direct or indirect ownership or
incidence of ownership of or with respect to any Shares. All rights,
ownership, and economic benefits of and relating to the Shares shall remain
and belong to the Shareholder, and Southside shall have no authority to
manage, direct, superintend, restrict, regulate, govern, or administer any of
the policies or operations of Allegiant or exercise any power or authority to
direct the Shareholder in the voting of any of the Shares, except as
otherwise expressly provided herein.
1.3 No Inconsistent Agreements. The Shareholder hereby covenants
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and agrees that, except as contemplated by this Agreement and the Merger
Agreement, the Shareholder shall not enter into any voting agreement or grant
a proxy or power of attorney with respect to the Shares which is inconsistent
with this Agreement.
ARTICLE II.
RESTRICTIONS ON TRANSFER
2.1 Transfer of Title.
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(a) To the extent the Shareholder has sole investment power
over any or all Shares, the Shareholder hereby covenants and agrees that he
or she shall not, before the termination of this Agreement, offer, agree or
otherwise sell, assign, Allegiant, hypothecate, transfer, exchange, or
dispose of any such Shares other than pursuant to the Merger, without the
prior written consent of Southside.
(b) The Shareholder hereby agrees and consents to the entry
of stop transfer instructions with Allegiant against the transfer of any
Shares inconsistent with the terms of Section 2.1(a), and Allegiant hereby
covenants and agrees to follow such instructions.
ARTICLE III.
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDER
The Shareholder hereby represents and warrants to Southside as
follows:
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3.1 Authority Relative to This Agreement. The Shareholder is
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competent to execute and deliver this Agreement, to perform his or her
obligations hereunder and to consummate the transactions contemplated hereby.
This Agreement has been duly and validly executed and delivered by the
Shareholder and, assuming the due authorization, execution and delivery by
Allegiant and Southside, constitutes a legal, valid and binding obligation of
the Shareholder, enforceable against the Shareholder in accordance with its
terms except that (i) the enforceability hereof may be subject to applicable
bankruptcy, insolvency or other similar laws, now or hereinafter in effect
affecting creditors' rights generally and (ii) the availability of the remedy
of specific performance or injunctive or other forms of equitable relief may
be subject to equitable defenses and would be subject to the discretion of
the court before which any proceeding therefor may be brought.
3.2 No Conflict. The execution and delivery of this Agreement by
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the Shareholder does not, and the performance of this Agreement by the
Shareholder shall not result in any breach of or constitute a default (or an
event that with notice or lapse of time or both would become a default)
under, or give to others any rights of termination, amendment, acceleration
or cancellation of, or result in the creation of a lien or encumbrance on any
of the Shares pursuant to, any note, bond, mortgage, indenture, contract,
agreement, lease, license, permit, franchise or other instrument or
obligation to which the Shareholder is a party or by which the Shareholder or
the Shares are bound or affected, except, in the case of each of the
foregoing, for any such conflicts, violations, breaches, defaults or other
occurrences which would not prevent or delay the performance of the
Shareholder of his or her obligations under this Agreement.
ARTICLE IV.
MISCELLANEOUS
4.1 Termination. This Agreement shall terminate upon the earliest
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to occur of (a) the termination of the Merger Agreement pursuant to the terms
therein or (b) the Effective Time (as defined in the Merger Agreement).
4.2 Enforcement of Agreement. The parties hereto agree that
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irreparable damage would occur in the event that any of the provisions of
this Agreement were not performed in accordance with its specified terms or
were otherwise breached. It is accordingly agreed that the parties shall be
entitled to an injunction or injunctions to prevent breaches of this
Agreement and to specific performance of the terms and provisions hereof in
addition to any other remedy to which they are entitled at law or in equity.
4.3 Successors and Affiliates. This Agreement shall inure to the
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benefit of and shall be binding upon the parties hereto and their respective
successor, heirs, legal representatives and assigns. If the Shareholder shall
acquire sole voting power with respect to any additional Shares, such Shares
shall be held subject to all of the terms and provisions of this Agreement.
Without limiting the foregoing, the Shareholder specifically agrees that the
obligations of the Shareholder hereunder shall not be terminated by operation
of law, whether by death or incapacity of the Shareholder, or otherwise.
4.4 Entire Agreement. This Agreement constitutes the entire
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agreement among Allegiant, Southside and the Shareholder with respect to the
subject matter hereof and supersedes
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all prior agreements and understandings, both written and oral, among
Allegiant, Southside and the Shareholder with respect to the subject matter
hereof.
4.5 Captions and Counterparts. The captions in this Agreement are
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for convenience only and shall not be considered a part of or affect the
construction or interpretation of any provision of this Agreement. This
Agreement may be executed in several counterparts, each of which shall
constitute one and the same instrument.
4.6 Amendment. This Agreement may not be amended except by an
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instrument in writing signed by the parties hereto.
4.7 Waivers. Except as provided in this Agreement, no action taken
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pursuant to this Agreement, including, without limitation, any investigation
by or on behalf of any party, shall be deemed to constitute a waiver by the
party taking such action of compliance with any representations, warranties,
covenants or agreements contained in this Agreement. The waiver by any party
hereto of a breach of any provision hereunder shall not operate or be
construed as a waiver of any prior or subsequent breach of the same or any
other provision hereunder.
4.8 Severability. Upon determination that any term or other
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provision is invalid, illegal or incapable of being enforced, the parties
hereto shall negotiate in good faith to modify this Agreement so as to effect
the original intent of the parties as closely as possible to the fullest
extent permitted by applicable law in a mutually acceptable manner in order
that the terms of this Agreement remain as originally contemplated to the
fullest extent possible.
4.9 Notices. All notices and other communications hereunder shall
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be in writing and shall be deemed to be duly received (a) on the date given if
delivered personally or by cable, telegram, telex or facsimile or (b) on the
date received if mailed by registered or certified mail (return receipt
requested), to Allegiant and Southside at the address for each party as
provided in the Merger Agreement and to the Shareholder at the address set
forth next to his or her signature hereto (or at such other address for a
party as shall be specified by like notice).
4.10 Governing Law. This Agreement shall be governed by, and
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construed in accordance with, the laws of the State of Missouri regardless of
the laws that might otherwise govern under applicable principles of conflicts
of law.
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IN WITNESS WHEREOF, each of the parties hereto have caused this
Agreement to be duly executed on the date hereof.
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Print Name:
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Address:
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SOUTHSIDE BANCSHARES CORP.
By:
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Name:
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Title:
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FOR THE PURPOSES OF SECTION 2.1(b) AND
ARTICLE IV ONLY:
ALLEGIANT BANCORP INC.
By:
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Name:
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Title:
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