SECURITIES AND EXCHANGE COMMISSION Washington DC 20549 Amendment No. 2 to SCHEDULE 13E-3 Rule 13e-3 Transaction Statement (Pursuant to Section 13(e) of the Securities Exchange Act of 1934) QCB BANCORP (Name of the Issuer) FIRST BANKS, INC. CCB BANCORP, INC. (Name of Person(s) Filing Statement) Common Stock, no par value (Title of Class of Securities) (None) (CUSIP Number of Class of Securities) Allen H. Blake Thomas C. Erb, Esq. Senior Vice President Lewis, Rice & Fingersh, L.C. First Banks, Inc. 500 North Broadway, Suite 2000 11909 Olive Boulevard St. Louis, Missouri 63102 St. Louis, Missouri 63141 (314) 444-7600 (314) 995-5700 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Person(s) Filing Statement) This statement is filed in connection with (check the appropriate box): a. [ ] The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934. b. [ ] The filing of a registration statement under the Securities Act of 1933. c. [ ] A tender offer. d. [X] None of the above. Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: [ ] RESULTS OF SCHEDULE 13E-3 TRANSACTION The Schedule 13e-3 transaction to which this Transaction Statement pertains has been completed by virtue of the merger (the "Merger") of QCB Bancorp (the "Company") with and into CCB Bancorp, Inc. ("CCB"), pursuant to the Agreement and Plan of Merger, dated as of December 20, 1995 (the "Merger Agreement"), between the Company and CCB. The result of the Merger is to cause the shares of the Company's common stock, no par value per share ("Company Common"), to be held of record by fewer than 300 persons. The Merger was effective March 28, 1996 (the "Effective Date"), and a certification on Form 15 with respect to the Company's duty to file reports under section 13 and 15(d) of the Securities Exchange Act of 1934 was filed by CCB, as successor in interest to the Company, on April 1, 1996. Pursuant to the Merger Agreement, each share of Company Common (other than shares of Company Common held by CCB and shares the holders of which properly exercised their dissenters' rights under California law) issued and outstanding immediately prior to the Effective Date has been converted into the right to receive $0.06 per share. Item 17. Material to be Filed as Exhibits. Exhibit No. Description 2 Identity and Background of First Banks, Inc., CCB Bancorp, Inc. and Affiliates* 3 Opinion of The Findley Group on the Conversion Price of the Debenture* 4 Agreement and Plan of Merger* 8 Opinion of the Findley Group on the Value of Shares of the QCB Bancorp Common Stock* 13 Chapter 13, California Corporations Code* * Previously filed. SIGNATURE After due 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. FIRST BANKS, INC. By:/s/Allen H. Blake -------------------- Name: Allen H. Blake Title: Sr. V.P./CFO Date: April 3, 1996 CCB BANCORP, INC. By:/s/Allen H. Blake -------------------- Name: Allen H. Blake Title: Secretary Date: April 3, 1996 Exhibit Index Exhibit No. Description Page 2 Identity and Background of First Banks, * Inc., CCB Bancorp, Inc. and Affiliates 3 Opinion of The Findley Group on the * Conversion Price of the Debenture 4 Agreement and Plan of Merger * 8 Opinion of the Findley Group on the Value * of Shares of the QCB Bancorp Common Stock 13 Chapter 13, California Corporations Code * - -------------------- * Previously filed.