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
November 7, 2001 October 31, 2001
(Date of report) (Date of earliest event reported)
Commission File No. 0-8937
FIRST BANKS AMERICA, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
75-1604965
(I.R.S. Employer Identification No.)
135 North Meramec, Clayton, Missouri 63105
(Address of principal executive offices) (Zip code)
(314) 854-4600
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
FIRST BANKS AMERICA, INC.
TABLE OF CONTENTS
Page
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS................... 1
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS...................... 2
SIGNATURES ..................................................... 3
ITEM 2 - ACQUISITION OR DISPOSITION OF ASSETS
Acquisition of BYL Bancorp
--------------------------
Pursuant to an Agreement and Plan of Reorganization dated June 22,
2001, First Banks America, Inc., or FBA, acquired BYL Bancorp and its wholly
owned banking subsidiary, BYL Bank Group, on October 31, 2001. BYL Bank Group,
or BYL, was headquartered in Orange, California, and had six other branch
offices located in Orange and Riverside Counties. Under the terms of the
agreement, the shareholders of BYL Bancorp received $18.50 per common share, or
a total of approximately $49.0 million in cash. FBA funded the acquisition using
a combination of dividends from its wholly owned banking subsidiary, First Bank
& Trust, borrowings under a line of credit FBA maintains with its parent, First
Banks, Inc., or First Banks, St. Louis, Missouri, and the sale of approximately
804,000 shares of additional common stock to First Banks. First Banks owned
approximately 93.7% of FBA's outstanding voting stock as of October 31, 2001.
The common stock was sold to First Banks for $32.50 per share, a price set by
FBA's Board of Directors based on recent trading prices for FBA's stock on the
New York Stock Exchange. FBA intends to conduct a rights offering during the
first quarter of 2002, whereby all of its stockholders will be given the right
to purchase proportionate amounts of FBA common stock at the same price paid by
First Banks. The transaction was accounted for using the purchase method of
accounting. BYL was merged with and into First Bank & Trust at the time of the
transaction.
At the time of the transaction, BYL Bancorp had $281.5 million in total
assets, $175.0 million in loans, net of unearned discount, $12.6 million in
investment securities and $251.8 million in deposits.
There were no material relationships between BYL Bancorp, BYL, or any
of their affiliates, directors or officers, or any associates of any such
directors or officers, and FBA, or any of FBA's affiliates, directors or
officers, or any associates of any such directors or officers.
ITEM 7 - FINANCIAL STATEMENTS AND EXHIBITS
(A) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED
Pursuant to the requirements of Article 3 of Regulation S-X, the
financial statements of BYL Bancorp are not required.
(B) PRO FORMA FINANCIAL INFORMATION
Pursuant to the requirements of Article 11 of Regulation S-X, pro forma
financial information is not required.
(C) EXHIBITS
The exhibits are numbered in accordance with the Exhibit Table of Item
601 of Regulation S-K.
Exhibit Number Description
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2.5 Agreement and Plan of
Reorganization by and among
First Banks America, Inc.,
First Bank & Trust, BYL
Bancorp and BYL Bank Group,
dated June 22, 2001 - hereby
incorporated by reference to
Exhibit 10(a) of FBA's
Quarterly Report on Form 10-Q
filed for the quarter ended
June 30, 2001.
99.1 Press Release - filed herewith
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
FIRST BANKS AMERICA, INC.
By:/s/ James F. Dierberg
-----------------------------------------
James F. Dierberg
Chairman of the Board of Directors,
President and Chief Executive Officer
November 7, 2001 (Principal Executive Officer)
By:/s/ Allen H. Blake
-----------------------------------------
Allen H. Blake
Executive Vice President and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
November 7, 2001
Exhibit 99.1
PRESS RELEASE
FIRST BANKS AMERICA, INC. BYL BANCORP
ST. LOUIS, MISSOURI ORANGE, CALIFORNIA
CONTACT: Terrance M. McCarthy
Executive Vice President,
First Banks America, Inc.;
Chairman of the Board, President
and Chief Executive Officer of
First Bank & Trust
(415) 273-2007
TRADED: NYSE NASDAQ
SYMBOL: FBA BOYL
FOR IMMEDIATE RELEASE
FIRST BANKS AMERICA, INC.
AND BYL BANCORP
ANNOUNCE COMPLETION OF ACQUISITION
ORANGE, CALIFORNIA, November 1, 2001. Barry J. Moore, Acting President
and Chief Executive Officer of BYL Bancorp ("BYL"), and James F. Dierberg,
Chairman, President and Chief Executive Officer of First Banks America, Inc.
("FBA"), jointly confirm completion, on October 31, 2001, of the previously
announced acquisition of BYL and its wholly owned banking subsidiary, BYL Bank
Group, by FBA, following the receipt of all necessary regulatory and shareholder
approvals.
On June 22, 2001, BYL and FBA signed an Agreement and Plan of
Reorganization in which BYL would be merged into a wholly-owned banking
subsidiary of FBA, and BYL Bank Group would be merged with and into FBA's
wholly-owned banking subsidiary, First Bank & Trust. In the merger, each
outstanding share of BYL common stock was converted into the right to receive
$18.50 per share in cash.
FBA financed the purchase of BYL using a combination of borrowings
under a line of credit it maintains with its parent, First Banks, Inc. ("First
Banks"), plus the sale of approximately 804,000 shares of additional common
stock to First Banks. First Banks owns approximately 93% of FBA's outstanding
voting stock. The common stock was sold to First Banks for $32.50 per share, a
price set by FBA's Board of Directors based on recent trading prices for FBA's
stock on the New York Stock Exchange. FBA intends to conduct a rights offering
during the first quarter of 2002, whereby all of its stockholders will be given
the right to purchase proportionate amounts of FBA common stock at the same
price paid by First Banks.
BYL was headquartered in Orange, California, and had six other branch
offices in Orange and Riverside counties. As of September 30, 2001, BYL had
total assets of approximately $282.3 million.
FBA operates through First Bank & Trust, which had total assets of
approximately $2.73 billion at September 30, 2001, and is headquartered in San
Francisco, California. First Bank & Trust operates 46 banking offices in
northern and southern California and six banking offices in Houston, Dallas,
Irving and McKinney, Texas.
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