SC 13E3/A 1 fbi13e3amend.txt SCHEDULE 13E-3/A 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. -------------------------------------------------------------------------------- (Name of Issuer) First Banks, Inc. -------------------------------------------------------------------------------- (Name of Person(s) Filing Statement) Common -------------------------------------------------------------------------------- (Title of Class of Securities) 31928N10 -------------------------------------------------------------------------------- (CUSIP Number of Class of Securities) Allen H. Blake First Banks, Inc. 600 James S. McDonnell Boulevard Hazelwood, Missouri 63042 (314) 592-5000 -------------------------------------------------------------------------------- (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 ----------------------------------------------- ------------------------ Transaction valuation* Amount of filing fee ----------------------------------------------- ------------------------ 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. ----------------------------------------------- ------------------------ * 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 ----------------------------------------------------- 2. Form or Registration No: Schedule 13E-3 ---------------------------------------------------- 3. Filing Party: First Banks, Inc. --------------------------------------------------------------- 4. Date Filed: October 8, 2002 ----------------------------------------------------------------- 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 ------------------- 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 ---------------------------------- Allen H. Blake President FIRST BANKS AMERICA, INC. Date: November 18, 2002 By: /s/ Terrance M. McCarthy ---------------------------------- Terrance M. McCarthy Executive Vice President FBA ACQUISITION CORPORATION Date: November 18, 2002 By: /s/ Lisa K. Vansickle ---------------------------------- Lisa K. Vansickle President Date: November 18, 2002 By: /s/ James F. Dierberg ---------------------------------- 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 ---------------------------------- Name of Employer: First Banks, Inc. ---------------- Principal Business: Bank holding company ------------------ 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 ---------------------------------- Name of Employer: First Banks, Inc. ---------------- Principal Business: Bank holding company ------------------ 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 ---------------------------------- Name of Employer: First Banks, Inc. ---------------- Principal Business: Bank holding company ------------------ Address: 135 North Meramec ------- Clayton, Missouri 63105