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
August 14, 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
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Item 5. Other Events and Regulation FD Disclosure.............. 1
SIGNATURES........................................................ 2
Item 5 - Other Events and Regulation FD Disclosure
On August 14, 2002, First Banks America, Inc. issued a press release
announcing an agreement in principle for the buyout of its publicly held common
shares. A copy of this press release is attached as Exhibit 99.1.
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
August 14, 2002 (Principal Executive Officer)
By: /s/ Allen H. Blake
-----------------------------------------
Allen H. Blake
President and Chief Financial Officer
August 14, 2002 (Principal Financial and Accounting
Officer)
Exhibit 99.1
First Banks America, Inc.
San Francisco, California
Contact: Allen H. Blake Terrance M. McCarthy
Executive Vice President and Executive Vice President and
Chief Financial Officer Chief Operating Officer
First Banks America, Inc. First Banks America, Inc.
(314) 592-5000 (314) 592-5000
Traded: NYSE
Symbol: FBA and FBA'T
FOR IMMEDIATE RELEASE:
First Banks America, Inc. Announces Agreement In
Principle for Buyout of Its Publicly Held Common Shares
San Francisco, California, August 14, 2002. As previously announced,
First Banks America, Inc. ("FBA") has been considering a proposal made by its
parent company, First Banks, Inc., St. Louis, Missouri ("First Banks") in which
FBA would acquire all of its outstanding capital stock that is not already owned
by First Banks. FBA presently has 801,653 shares, or approximately 6.24% of its
outstanding common stock, held publicly. The other 93.76% is owned by First
Banks. On April 25, 2002, FBA's Board of Directors formed 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 and would be
considered fair to FBA's stockholders (other than First Banks) from a financial
point of view.
In addition, FBA previously announced that it would be conducting a
rights offering for its public shareholders in which they would be entitled to
subscribe for 7.15 shares of newly issued common stock for each 100 shares that
they now own at a price of $32.50 per share. However, once the proposal was made
to acquire the publicly held stock, this offering was delayed.
On August 14, 2002, the Special Committee and First Banks agreed to a
transaction in which all of the shares of common stock that are held publicly
would be acquired at a price of $40.00 per share. In addition, the shareholders
would be paid $.54 for each share owned representing the value they would have
received if they had subscribed to the right to acquire 7.15 shares of stock for
each 100 shares they owned at $32.50 per share, and then sold the shares for
$40.00 per share. Consequently, if the transaction is completed, shareholders
will receive a total of $40.54 per share for each share they own.
The transaction is subject to the negotiation and execution of a
definitive agreement and the approval of FBA's stockholders. It is anticipated
the shareholders meeting to consider the transaction will be held in October
2002, with completion of the transaction by November 2002.
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