-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JsyLSJitc00M0sCSuh76APsWeB0lS2bvh/LGHN6nRDnHgt5U/ki7e2Ubjd+gyFku nRW21awVB8JfFOfDJ38ZKA== /in/edgar/work/0001085204-00-000031/0001085204-00-000031.txt : 20001109 0001085204-00-000031.hdr.sgml : 20001109 ACCESSION NUMBER: 0001085204-00-000031 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20001031 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20001108 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST BANKS AMERICA INC CENTRAL INDEX KEY: 0000310979 STANDARD INDUSTRIAL CLASSIFICATION: [6021 ] IRS NUMBER: 751604965 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-08230 FILM NUMBER: 755929 BUSINESS ADDRESS: STREET 1: 135 N MERAMEC STREET 2: PO BOX 802527 CITY: CLAYTON STATE: MO ZIP: 77263-0369 BUSINESS PHONE: 3148544600 MAIL ADDRESS: STREET 1: BANCTEXAS GROUP INC STREET 2: 9605 ABRAMS ROAD CITY: DALLAS STATE: TX ZIP: 75243 FORMER COMPANY: FORMER CONFORMED NAME: BANCTEXAS GROUP INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: COMMERCE SOUTHWEST INC DATE OF NAME CHANGE: 19820831 8-K 1 0001.txt FORM 8-K 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 9, 2000 (October 31, 2000) (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 ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS......................... 1 ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS............................ 2 SIGNATURES ........................................................... 4 ITEM 2 - ACQUISITION OR DISPOSITION OF ASSETS Acquisition of First Bank & Trust --------------------------------- Pursuant to an Agreement and Plan of Reorganization dated June 29, 2000, First Banks America, Inc., or FBA, acquired First Bank & Trust from First Banks, Inc., St. Louis, Missouri on October 31, 2000. Prior to the acquisition, First Banks, Inc., or First Banks, owned 84.42% of the outstanding common stock of FBA and all of the common stock of First Bank & Trust. Under the terms of the agreement, First Bank & Trust was merged with and into FBA's wholly owned banking subsidiary, Redwood Bank. First Bank & Trust operates 27 banking locations in the counties of Los Angeles, Orange, Ventura and Santa Barbara, California as well as branches in San Jose and Walnut Creek, in Northern California. At September 30, 2000, First Bank & Trust had $1.1 billion in total assets, $856.5 million in loans, net of unearned discount, $104.4 million in investment securities and $972.3 million in deposits. For the nine months ended September 30, 2000, net income was $10.5 million. As a result of First Banks' ownership interest in FBA and First Bank & Trust, we will account for our acquisition of First Bank & Trust using the accounting treatment prescribed for combinations of entities under common control. We will account for First Banks' interest in First Bank & Trust at First Banks' historical cost. First Banks' historical cost basis in First Bank & Trust was determined using the purchase method of accounting, effective upon First Banks' acquisition of First Bank & Trust on March 15, 1995. Accordingly, the consolidated financial statements of First Banks include the financial position and results of operations for the periods subsequent to the acquisition date, and the assets acquired and liabilities assumed were recorded at fair value at the acquisition date. The consolidated financial statements of FBA will be restated to reflect First Banks' interest in the financial position and results of operations of First Bank & Trust for the periods subsequent to March 15, 1995. Acquisition of Commercial Bank of San Francisco ----------------------------------------------- Pursuant to an Agreement and Plan of Reorganization dated June 27, 2000, FBA acquired Commercial Bank of San Francisco, or CBSF, which operates one branch office in the San Francisco financial district, on October 31, 2000. Under the terms of the agreement, the shareholders of Commercial Bank of San Francisco received $17.75 per share, or a total of $25.8 million in cash. FBA funded the acquisition from the proceeds of an advance of $26.0 million under FBA's $90.0 million revolving note payable to First Banks. The transaction was accounted for using the purchase method of accounting. CBSF was merged with and into FBA's wholly owned banking subsidiary, Redwood Bank. At the time of the transaction, Commercial Bank had $154.5 million in total assets, $97.7 million in loans, net of unearned discount, $45.5 million in investment securities and $109.4 million in deposits. There were no material relationships between CBSF, or any of its 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 following financial statements of First Bank & Trust are hereby incorporated by reference to FBA's definitive Proxy Statement filed on September 11, 2000 as follows: (1) Balance sheets as of June 30, 2000 (unaudited) and December 31, 1999 and 1998, statements of income, changes in stockholders' equity and cash flows for each of the years in the three-year period ended December 31, 1999, and for the six-month periods ended June 30, 2000 and 1999 (unaudited), and the related report of Independent Auditors. The financial statements appear on pages 39 through 56 of the definitive Proxy Statement. (B) PRO FORMA FINANCIAL INFORMATION Pursuant to the requirements of Article 11 of Regulation S-X, the following pro forma financial information is hereby incorporated by reference to FBA's definitive Proxy Statement filed on September 11, 2000 as follows: (1) Pro Forma Combined Condensed Balance Sheet as of June 30, 2000 (unaudited). The pro forma combined condensed balance sheet appears on pages 31 and 32 of the definitive Proxy Statement. (2) Pro Forma Combined Condensed Statements of Income for the six months ended June 30, 2000 and 1999 (unaudited). The pro forma combined condensed statements of income appear on pages 33 and 34 of the definitive Proxy Statement. (3) Pro Forma Combined Condensed Statements of Income for the years ended December 31, 1999, 1998 and 1997. The pro forma combined condensed statements of income appear on pages 35 through 37 of the definitive Proxy Statement. (4) Notes to Pro Forma Combined Condensed Financial Statements. The notes to pro forma combined condensed financial statements appear on page 38 of the definitive Proxy Statement. (C) EXHIBITS The exhibits are numbered in accordance with the Exhibit Table of Item 601 of Regulation S-K. Exhibit Number Description -------------- ----------- 2.1 Agreement and Plan of Reorganization by and among First Banks America, Inc., Redwood Bank, First Banks, Inc. and First Bank & Trust, dated June 29, 2000 - hereby incorporated by reference to Exhibit 10(ee) of FBA's Quarterly Report on Form 10-Q filed for the quarter ended June 30, 2000. 2.2 Agreement and Plan of Reorganization by and between First Banks America, Inc. and Commercial Bank of San Francisco, dated June 27, 2000 - hereby incorporated by reference to Exhibit 10(dd) of FBA's Quarterly Report on Form 10-Q filed for the quarter ended June 30, 2000. 23 Consent of KPMG LLP - filed herewith. 99.1 Financial Statements of First Bank & Trust - hereby incorporated by reference to FBA's definitive Proxy Statement filed on September 11, 2000. The financial statements appear on pages 39 through 56 of the definitive Proxy Statement. 99.2 Pro Forma Combined Condensed Financial Statements - hereby incorporated by reference to FBA's definitive Proxy Statement filed on September 11, 2000. The pro forma combined condensed financial statements appear on pages 31 through 38 of the definitive Proxy Statement. 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 8, 2000 (Principal Executive Officer) By: /s/ Frank H. Sanfilippo ----------------------------------------------- Frank H. Sanfilippo Executive Vice President and Chief Financial Officer November 8, 2000 (Principal Financial and Accounting Officer) Exhibit 23 Independent Auditors' Report The Board of Directors First Bank & Trust: We consent to the use of our report incorporated by reference in the Form 8-K of First Banks America, Inc. /s/ KPMG LLP ------------ St. Louis, Missouri November 8, 2000 -----END PRIVACY-ENHANCED MESSAGE-----