-----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, GwCGbMLwT7cCgEv7GLVqXGEmiOiLWqbskUTRA07Wk1Luv7aEww4tR1J+Yr2j6qvr j6kNEcrmS+qp0hKIlRQiuA== 0001085204-02-000023.txt : 20020814 0001085204-02-000023.hdr.sgml : 20020814 20020814153324 ACCESSION NUMBER: 0001085204-02-000023 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20020630 ITEM INFORMATION: Other events FILED AS OF DATE: 20020814 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST BANKS AMERICA INC CENTRAL INDEX KEY: 0000310979 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 751604965 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08230 FILM NUMBER: 02735921 BUSINESS ADDRESS: STREET 1: MAIL CODE 461 STREET 2: 550 MONTGOMERY STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 4157817810 MAIL ADDRESS: STREET 1: MAIL CODE 461 STREET 2: 550 MONTGOMERY STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94111 FORMER COMPANY: FORMER CONFORMED NAME: COMMERCE SOUTHWEST INC DATE OF NAME CHANGE: 19820831 FORMER COMPANY: FORMER CONFORMED NAME: BANCTEXAS GROUP INC DATE OF NAME CHANGE: 19920703 8-K 1 fba8k802.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 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 Page ---- 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. # # # -----END PRIVACY-ENHANCED MESSAGE-----