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. 4)
First Banks America, Inc.
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(Name of Issuer)
First Banks, Inc.
First Banks America, Inc.
FBA Acquisition Corporation
James F. Dierberg
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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: [ ]
Check the following box if the filing is a final amendment reporting the results
of the transaction: [X]
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
January 3, 2003
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Amendment No. 4 to Schedule 13E-3 filed by First Banks, Inc., First Banks
America, Inc., FBA Acquisition Corporation and James F. Dierberg
Ladies and Gentlemen:
Enclosed on behalf of First Banks, Inc., First Banks America, Inc. ("FBA"), FBA
Acquisition Corporation and James F. Dierberg is Amendment No. 4 to Schedule
13E-3 relating to a merger in which First Banks, Inc. acquired all of the
outstanding stock of First Banks America, Inc. FBA previously filed its
definitive proxy statement for the same transaction on December 6, 2002. 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. 4 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, Amendment No. 1 to Schedule 13E-3 filed with the
SEC on November 19, 2002, Amendment No. 2 to Schedule 13E-3 filed with the SEC
on November 26, 2002, and Amendment No. 3 filed with the SEC on December 6, 2002
(as amended and supplemented, the "Schedule 13E-3"), by First Banks, Inc., a
Missouri Corporation ("First Banks"), First Banks America, Inc., a Delaware
corporation which is the subject company of the transaction contemplated hereby
("FBA"), 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 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").
On December 31, 2002, FBA Acquisition was merged with and into
FBA. Thereafter, also on December 31, 2002, FBA was merged with and into First
Banks. As a result of the merger of FBA Acquisition into FBA, the stockholders
of FBA other than First Banks are entitled to receive $40.54 in cash, and First
Banks has arranged with Mellon Investor Services, LLC, as Exchange Agent, for
letters of transmittal and other appropriate documents to be mailed promptly to
all of such stockholders.
Except as amended hereby, the responses set forth in the original
Schedule 13E-3 filed on October 8, 2002, Amendment No. 1 to Schedule 13-E3 filed
on November 19, 2002, Amendment No. 2 to Schedule 13-E3 filed on November 26,
2002, and Amendment No. 3 to Schedule 13E-3 filed on December 6, 2002, are
reaffirmed by all of the filing persons.
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: January 3, 2003 By: /s/ Allen H. Blake
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Allen H. Blake
President
FIRST BANKS AMERICA, INC.
Date: December 31, 2002 By: /s/ Terrance M. McCarthy
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Terrance M. McCarthy
Executive Vice President
FBA ACQUISITION CORPORATION
Date: December 31, 2002 By: /s/ Lisa K. Vansickle
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Lisa K. Vansickle
President
Date: January 3, 2003 By: /s/ James F. Dierberg
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James F. Dierberg