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
April 25, 2002
Date of Report (Date of earliest event reported)
FIRST BANKS AMERICA, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-8937 75-1604965
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
550 Montgomery Street, San Francisco, California 94111
(Address of principal executive offices) (Zip code)
(415) 781-7810
(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 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.................... 1
SIGNATURES.............................................................. 2
ITEM 5 - OTHER EVENTS AND REGULATION FD DISCLOSURE
On April 25, 2002, First Banks America, Inc. issued a press release
announcing its financial results for the three months ended March 31, 2002. A
copy of this press release is attached as Exhibit 99.2.
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
and Chief Executive Officer
April 25, 2002 (Principal Executive Officer)
By: /s/ Allen H. Blake
-----------------------------------------
Allen H. Blake
President, Chief Operating Officer
and Chief Financial Officer
April 25, 2002 (Principal Financial and
Accounting Officer)
Exhibit 99.2
First Banks America, Inc.
San Francisco, California
Contact: Allen H. Blake Terrance M. McCarthy
Executive Vice President, Chief Executive Vice President
Financial Officer and Chief First Banks America, Inc.
Operating Officer (415) 781-7810
First Banks America, Inc.
(314) 592-5000
Traded: NYSE
Symbol: FBA and FBA'T
FOR IMMEDIATE RELEASE:
First Banks America, Inc. Announces
First Quarter 2002 Earnings
and Other Corporate Developments
San Francisco, California, April 25, 2002. First Banks America, Inc.
(OFBAO or Othe CompanyO) reported earnings of $5.2 million, or $0.40 per share
on a diluted basis, for the quarter ended March 31, 2002, compared to $7.3
million, or $0.60 per share on a diluted basis, for the comparable period in
2001. The implementation of Statement of Financial Accounting Standards (OSFASO)
No. 133, Accounting for Derivative Instruments and Hedging Activities (OSFAS
133O), on January 1, 2001, resulted in the recognition of a cumulative effect of
change in accounting principle of $459,000, net of tax, which reduced net income
in 2001. Excluding this item, net income was $7.7 million, or $0.64 per share on
a diluted per share basis, for the quarter ended March 31, 2001.
James F. Dierberg, Chairman, President and Chief Executive Officer of
FBA, said, "The decline in earnings for the quarter ended March 31, 2002, as
compared to the quarter ended March 31, 2001, primarily reflects increased
provisions for loan losses associated with the increased charge-off, delinquency
and nonperforming trends we are experiencing as a result of current economic
conditions. The increased provisions for loan losses were partially offset by
slight increases in net interest income and noninterest income."
Commenting further, Dierberg said, "Net interest income increased
primarily as a result of increased earning assets generated through internal
loan growth as well as our acquisitions of Charter Pacific Bank and BYL Bancorp,
completed during the fourth quarter of 2001. The improvement in net interest
income, however, was partially mitigated by the significant decline in
prevailing interest rates during 2001 and overall economic conditions, which
reduced loan demand. In addition, our derivative financial instruments
contributed $6.2 million to net interest income for the three months ended March
31, 2002, compared to $561,000 for the comparable period in 2001."
The Company recorded provisions for loan losses of $7.7 million and
$90,000 for the three months ended March 31, 2002 and 2001, respectively. The
significant increase in the provision for loan losses reflects increases in net
loan charge-offs and delinquent loans. These trends are primarily attributable
to slowing economic conditions prevalent within FBA's markets.
Noninterest income was $5.5 million and $4.4 million for the three
months ended March 31, 2002 and 2001, respectively. The increase in noninterest
income reflects increases in: service charges on deposit accounts, loan
servicing fees, income earned on bank-owned life insurance, income associated
with the International Business Division and a gain on the sale of certain
operating lease equipment acquired in connection with the acquisition of Bank of
San Francisco. The overall increase in noninterest income was partially offset
by a net loss on derivative instruments of $136,000 for the three months ended
March 31, 2002, compared to a net gain of $300,000 for the comparable period in
2001, representing mark-to-market adjustments required under SFAS 133.
Operating expenses decreased slightly to $21.9 million from $22.0
million for the three months ended March 31, 2002 and 2001, respectively. The
decreased operating expenses primarily result from the discontinuation of the
amortization of certain intangibles associated with the purchase of subsidiaries
in accordance with the implementation of SFAS No. 142 ("SFAS 142"), Goodwill and
Other Intangible Assets, on January 1, 2002. Amortization of intangibles for the
three months ended March 31, 2002 and 2001 was $266,000 and $1.4 million,
respectively. If the Company had implemented SFAS 142 at the beginning of 2001,
net income for the three months ended March 31, 2001, would have increased $1.3
million, to $8.6 million, or $0.71 per share on a fully diluted basis. The
decrease in operating expenses was partially offset by increases in guaranteed
preferred debentures expense, credit card expenses, salaries and employee
benefit expenses and information technology fees.
As previously announced, in order to provide sufficient capital to
complete the acquisition of BYL Bancorp in October, 2001, FBA's majority owner,
First Banks, Inc. ("First Banks"), St. Louis, Missouri, purchased approximately
804,000 shares of FBA common stock at $32.50 per share in cash, an aggregate of
approximately $26.2 million. In connection with this transaction, FBA plans to
conduct a rights offering during the second quarter of 2002, whereby all of its
stockholders except for First Banks will be given the right to purchase
proportionate amounts of FBA common stock at $32.50, the same price paid by
First Banks. This will generally allow those stockholders who elect to do so to
purchase 7.15 shares of FBA common stock at $32.50 per share for each 100 shares
of common stock that they own as of the record date, which has not yet been set.
First Banks owns 93.69% of FBA's voting stock. First Banks recently
informed FBA's Board of Directors that it intends to propose a transaction in
which First Banks would acquire all of the outstanding capital stock of FBA
which it does not already own, and all of FBA's other stockholders would receive
cash for their shares. Such a transaction would be in the form of a merger of
FBA with First Banks or a subsidiary of First Banks and would require prior
approval of FBA's Board of Directors and, following the distribution of a proxy
statement discussing the terms of a transaction in detail, by FBA's
stockholders.
Specific terms of the proposed transaction have not been determined.
Today, FBA's Board of Directors discussed the proposal and voted to form a
Special Committee, composed solely of directors who are not affiliated with
First Banks, to analyze the terms on which such a transaction might be
acceptable to FBA. The Board of Directors authorized the Special Committee to
engage outside advisers, including its own independent legal counsel and
financial advisor, to assist the Special Committee in evaluating such a
transaction, including an analysis of the terms on which the transaction would
be considered fair to FBA's stockholders (other than First Banks) from a
financial point of view. The transaction is likely to proceed if First Banks and
the Special Committee are able to agree on terms, including the price at which
all of FBA's shares would be acquired.
The process by which the transaction will be reviewed by the Special
Committee before any proposal is made to stockholders will consist of several
steps, and there is no assurance whether such a transaction will actually be
presented to stockholders, voted upon or completed.
At March 31, 2002, FBA had consolidated assets of $2.99 billion. FBA
operates through its wholly owned banking subsidiary, First Bank & Trust, which
is headquartered in San Francisco, California, and has 49 banking offices in
northern and southern California and six banking offices in Houston, Dallas,
Irving and McKinney, Texas.
# # #
This release contains forward-looking statements that are subject to risks and
uncertainties arising out of or affecting the Company's business, not all of
which can be predicted or anticipated. These statements are based on information
currently available to FBA's management, and numerous factors might cause actual
results to differ materially from those contemplated in the forward-looking
statements. For additional information, see the discussions of forward-looking
statements that appear in the "Management's Discussion and Analysis of Financial
Condition and Results of Operations" sections of FBA's most recent Annual Report
on Form 10-K, as filed with the Securities and Exchange Commission.
FIRST BANKS AMERICA, INC.
FINANCIAL SUMMARY
(in thousands, except per share data)
(unaudited)
Condensed Consolidated Statement of Income Information
Three months ended
March 31,
-------------------------
2002 2001
---- ----
Interest income..................................................... $ 46,866 54,823
Interest expense.................................................... 14,353 24,195
--------- ------
Net interest income............................................. 32,513 30,628
Provision for loan losses........................................... 7,700 90
Noninterest income.................................................. 5,516 4,379
Noninterest expense................................................. 21,874 21,969
--------- ------
Income before provision for income taxes and cumulative
effect of change in accounting principle..................... 8,455 12,948
Provision for income taxes.......................................... 3,253 5,222
--------- ------
Income before cumulative effect of change in
accounting principle......................................... 5,202 7,726
Cumulative effect of change in accounting principle................. -- (459)
--------- ------
Net income...................................................... $ 5,202 7,267
========= ======
Basic earnings per common share:
Income before cumulative effect of change
in accounting principle...................................... $ 0.40 0.64
Cumulative effect of change in accounting principle............. -- (0.04)
--------- ------
$ 0.40 0.60
========= ======
Diluted earnings per common share:
Income before cumulative effect of change
in accounting principle...................................... $ 0.40 0.64
Cumulative effect of change in accounting principle............. -- (0.04)
--------- ------
$ 0.40 0.60
========= ======
Weighted average common shares outstanding.......................... 12,856 12,097
Condensed Consolidated Balance Sheet Information
March 31, December 31,
2002 2001
---- ----
Assets.............................................................. $ 2,987,524 3,060,988
Investment securities............................................... 298,028 368,207
Loans, net of unearned discount..................................... 2,293,477 2,323,263
Allowance for loan losses........................................... 38,318 42,721
Deposits............................................................ 2,477,184 2,555,261
Note payable........................................................ 56,500 71,000
Stockholders' equity................................................ 285,524 285,317
Nonperforming assets................................................ 19,113 20,111
Issued and outstanding shares:
Common stock..................................................... 10,356,060 10,356,060
Class B common stock............................................. 2,500,000 2,500,000
Selected Financial Ratios
Three months ended
March 31,
---------------------
2002 2001
---- ----
Return on average assets............................................ 0.70% 1.11%
Return on average equity............................................ 7.24 14.58
Net interest margin................................................. 4.92 5.22
Efficiency ratio.................................................... 57.52 62.76