UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3/A
Rule 13e-3 Transaction Statement under Section 13(e) of the
Securities Act of 1934
(Amendment No. 1)
First Banks America, Inc.
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(Name of Issuer)
First Banks, Inc.
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(Name of Person(s) Filing Statement)
Common
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(Title of Class of Securities)
31928N10
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(CUSIP Number of Class of Securities)
Allen H. Blake
First Banks, Inc.
600 James S. McDonnell Boulevard
Hazelwood, Missouri 63042
(314) 592-5000
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Persons Filing Statement)
Copy to:
John S. Daniels
6440 North Central Expressway, Suite 503
Dallas, Texas 75206
(214) 368-9405
This Statement is filed in connection with (check the appropriate box):
1. [X] The filing of solicitation materials or an information
statement subject to Regulation 14A (ss.ss.240.14a-1 through
240.14b-2), Regulation 14C (ss.ss.240.14c-1 through 240.14c-101
or Rule 13e(c) (ss.240.13e-3(c) under the Securities Exchange
Act of 1934 ("the Act").
2. [ ] The filing of a registration statement under the Securities
Act of 1933.
3. [ ] A tender offer.
4. [ ] None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (1) are preliminary copies: [ X ]
Check the following box if the filing is a final amendment reporting the results
of the transaction: [ ]
Calculation of Filing Fee
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Transaction valuation* Amount of filing fee
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Transaction valuation is $32,381,446.62. Fee
was calculated based upon $92.00 per million $2,979.09
of value of the securities being acquired.
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* Set forth the amount on which the filing fee is calculated and
state how it was determined.
[X] Check the box if any part of the fee is offset as provided by
ss.240.0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1. Amount Previously Paid: $2,979.09
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2. Form or Registration No: Schedule 13E-3
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3. Filing Party: First Banks, Inc.
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4. Date Filed: October 8, 2002
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JOHN S. DANIELS
ATTORNEY AT LAW
6440 NORTH CENTRAL EXPRESSWAY
SUITE 503
DALLAS, TEXAS 75206
(214) 368-9405
November 18, 2002
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Amendment No. 1 to Schedule 13E-3 filed by First Banks, Inc.
Ladies and Gentlemen:
Enclosed on behalf of First Banks, Inc., is Amendment No. 1 to Schedule
13E-3 relating to a proposed merger in which First Banks, Inc. proposes
to acquire all of the outstanding stock of First Banks America, Inc. ("FBA").
FBA is also filing Amendment No. 1 to its preliminary proxy statement for the
same transaction today. The filing fee reflected on the cover sheet was
previously paid in accordance with Commission procedures.
If you require additional information regarding this filing, please contact the
undersigned at (214) 368-9405.
Sincerely,
/s/ John S. Daniels
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John S. Daniels
Introduction
This Amendment No. 1 to Schedule 13E-3 amends and supplements the
Statement on Schedule 13E-3 filed with the Securities and Exchange Commission
(the "SEC") on October 8, 2002 (as amended and supplemented, the "Schedule
13E-3"), by First Banks, Inc., a Missouri Corporation ("First Banks"). In this
Amendment No. 1, the following persons are added as additional filing persons:
(1) First Banks America, Inc., a Delaware corporation which is the subject
company of the transaction contemplated hereby ("FBA"); (2) FBA Acquisition
Corporation, a Delaware corporation organized and wholly-owned by First Banks
solely for the purpose of engaging in the transaction ("FBA Acquisition"); and
(3) James F. Dierberg. This Schedule 13E-3 relates to the Agreement and Plan of
Merger, dated September 23, 2002, by and among First Banks, FBA Acquisition and
FBA (the "Merger Agreement"), pursuant to which FBA Acquisition will be merged
with and into FBA, with FBA as the surviving corporation.
Concurrently with the filing of this Schedule 13E-3, FBA is filing
with the SEC Amendment No. 1 to the preliminary proxy statement (the "Proxy
Statement") under Regulation 14A of the Securities Exchange Act of 1934, as
amended, relating to the annual meeting of stockholders of FBA at which the
Merger will be voted on. A copy of the Merger Agreement is attached to the Proxy
Statement as Appendix A.
The information in the Proxy Statement, including all appendices
thereto, is expressly incorporated herein by reference in response to all items
of this Schedule l3E-3. The Proxy Statement is in preliminary form and is
subject to completion or amendment. Capitalized terms used but not defined in
this statement shall have the meanings given to them in the Proxy Statement.
Except as amended hereby, the responses set forth in the original
Schedule 13E-3 filed on October 8, 2002, are reaffirmed by all of the filing
persons.
Item 3. Identity and Background of Filing Person.
(Regulation M-A Item 1003)
The additional filing persons are FBA, FBA Acquisition and James F.
Dierberg. The business address and telephone number for each of them is 135
North Meramec, Clayton, Missouri 63105, and the business telephone number of
each of them at that address is (314) 854-5400.
The directors and executive officers of FBA are identified in the
section of the Proxy Statement entitled "ELECTION OF DIRECTORS - Nominees" and
"- Executive Officers." The business address for each of such persons is 135
North Meramec, Clayton, Missouri 63105.
The directors and executive officers of FBA Acquisition are as
follows:
Lisa K. Vansickle President
Allen H. Blake Vice President and Assistant Secretary
Joyce O'Meara Vice President and Secretary
The remaining information required by Item 3 with respect to FBA
Acquisition is attached to this Schedule as Exhibits 3S through 3U and is
incorporated herein by reference. All of the individuals listed are citizens of
the United States, and neither FBA, FBA Acquisition nor, to the best of their
knowledge, any of the persons listed has, during the last five years, (i) been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), or (ii) been a party to any judicial or administrative proceeding
(except for matters dismissed without sanction or settlement) that resulted in a
judgment, decree or final order enjoining him, her, or it, as the case may be,
from future violations of, or prohibiting activities subject to, federal or
state securities laws or finding any violation of such laws.
Item 6. Purposes of the Transaction and Plans or Proposals
(Regulation M-A Item 1006)
(c) As discussed in the section of the Amended Proxy Statement
entitled "THE MERGER," following the merger of FBA Acquisition with and into
FBA, First Banks intends to cause (i) FBA to merge with and into First Banks
(the "FBA Merger'), and (ii) FBA's bank subsidiary, First Bank & Trust, to merge
into First Banks' bank subsidiary, First Bank (the "Bank Merger"). These
subsequent mergers will result in the elimination of FBA and First Bank & Trust
as separate legal entities.
Upon consummation of the FBA Merger and the Bank Merger, the assets
and liabilities of FBA will be combined with, and assumed as a matter of law by,
First Banks, which will then operate the combined businesses of FBA and First
Banks; the assets and liabilities of First Bank & Trust will be combined with,
and assumed as a matter of law by, First Bank; the boards of directors and
management of FBA and First Bank & Trust will no longer exist; the
capitalization of FBA will be combined into and become a part of the
capitalization of First Banks, the capitalization of First Bank & Trust will be
combined into and become a part of the capitalization of First Bank, and neither
FBA nor First Bank & Trust will have any separate capitalization; the separate
banking operations of First Bank & Trust and First Bank will be combined; the
common stock of FBA, which has heretofore been listed for trading on the New
York Stock Exchange, will no longer be outstanding and will not be so listed;
and, following the filing of a required notice, FBA will no longer be registered
with or required to file reports with the SEC.
Item 16. Exhibits.
(Regulation M-A Item 1016)
(a)(2) Amendment No. 1 to Preliminary Proxy Statement and form of
proxy card, including the appendices thereto (filed by FBA concurrently with
this Amendment No. 1 to Schedule 13E-3) is incorporated by reference herein.
(f)(2) The information from Appendix C to Amendment No. 1 to
Preliminary Proxy Statement is incorporated by reference herein.
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.
Date: November 18, 2002 By: /s/ Allen H. Blake
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Allen H. Blake
President
FIRST BANKS AMERICA, INC.
Date: November 18, 2002 By: /s/ Terrance M. McCarthy
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Terrance M. McCarthy
Executive Vice President
FBA ACQUISITION CORPORATION
Date: November 18, 2002 By: /s/ Lisa K. Vansickle
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Lisa K. Vansickle
President
Date: November 18, 2002 By: /s/ James F. Dierberg
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James F. Dierberg
Exhibit 3S
LISA K. VANSICKLE (President and Director, FBA Acquisition Corporation)
Residence or Business Address: 135 North Meramec
- ----------------------------- Clayton, Missouri 63105
Principal Occupation or Employment: Senior Vice President and Controller
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Name of Employer: First Banks, Inc.
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Principal Business: Bank holding company
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Address: 135 North Meramec
- ------- Clayton, Missouri 63105
Exhibit 3T
ALLEN H. BLAKE (Vice President, Assistant Secretary and Director of FBA
Acquisition Corporation)
Residence or Business Address: 135 North Meramec
- ----------------------------- Clayton, Missouri 63105
Principal Occupation or Employment: President and Chief Financial Officer
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Name of Employer: First Banks, Inc.
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Principal Business: Bank holding company
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Address: 135 North Meramec
- ------- Clayton, Missouri 63105
Exhibit 3U
JOYCE O'MEARA (Vice President, Secretary and Director, FBA Acquisition
Corporation)
Residence or Business Address: 135 North Meramec
- ----------------------------- Clayton, Missouri 63105
Principal Occupation or Employment: Investor Relations Representative
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Name of Employer: First Banks, Inc.
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Principal Business: Bank holding company
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Address: 135 North Meramec
- ------- Clayton, Missouri 63105