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Filed pursuant to Rule 424(b)(3)
Registration No. 333-36368
PROSPECTUS SUPPLEMENT FOR COMMUNITY OFFERING
FIRST FEDERAL BANCSHARES, INC.
(Proposed Holding Company for First Federal Bank)
109 EAST DEPOT STREET
COLCHESTER, ILLINOIS 62326
(309) 776-3225
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First Federal Bank, F.S.B. is converting from the mutual form to the stock form
of organization. As part of the conversion, First Federal Bancshares is offering
up to $1,587,230 of its common stock, or 158,723 shares, to the general public
in a community offering. First Federal Bancshares has already received orders
for $20,837,770 of common stock, or 2,083,777 shares, from eligible depositors,
borrowers and employee benefit plans of First Federal in a subscription offering
that ended on August 17, 2000. Up to $22,425,000 of common stock, or 2,242,500
shares, will be sold in the conversion. With regulatory approval, First Federal
Bancshares may increase the maximum number of shares by up to 15%, to 2,578,875
shares, without any further notice to you.
The conversion was approved by members of First Federal at a special meeting of
members on August 28, 2000.
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PRICE PER SHARE: $10.00
MINIMUM PURCHASE: 25 SHARES ($250.00)
EXPECTED TRADING MARKET: NASDAQ NATIONAL MARKET
PROPOSED TRADING SYMBOL: FFBI
Minimum Maximum
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Number of shares: 1,657,500 2,242,500
Gross offering proceeds: $16,575,000 $22,425,000
Estimated underwriting commissions
and other offering expenses: $904,000 $984,000
Estimated net proceeds: $15,671,000 $21,441,000
Estimated net proceeds per share: $9.45 $9.56
Friedman, Billings, Ramsey & Co., Inc. will use its best efforts to assist First
Federal Bancshares in selling its common stock. FBR is not obligated to purchase
any shares of common stock in the community offering. FBR intends to make a
market in the common stock.
THIS COMMUNITY OFFERING WILL EXPIRE AT 12:00 NOON, CENTRAL TIME, ON SEPTEMBER
21, 2000, UNLESS EXTENDED.
First Federal Bancshares will hold all funds of subscribers (including persons
who place orders in the community offering) in an interest-bearing savings
account at First Federal until the conversion is completed or terminated. Funds
will be returned promptly with interest if the conversion is terminated.
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THESE SECURITIES ARE NOT DEPOSITS OR ACCOUNTS AND ARE NOT INSURED OR GUARANTEED
BY FIRST FEDERAL BANCSHARES, FIRST FEDERAL, THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER GOVERNMENT AGENCY.
INVESTING IN FIRST FEDERAL BANCSHARES' COMMON STOCK INVOLVES RISK. PLEASE REFER
TO "RISK FACTORS" BEGINNING ON PAGE 7 OF THE ATTACHED PROSPECTUS DATED JULY 11,
2000.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION, THE OFFICE OF THRIFT
SUPERVISION, THE FEDERAL DEPOSIT INSURANCE CORPORATION, NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS SUPPLEMENT IS TRUTHFUL OR COMPLETE. ANYONE WHO TELLS YOU OTHERWISE IS
COMMITTING A CRIME.
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FRIEDMAN BILLINGS RAMSEY
The date of this prospectus supplement is September 8, 2000.
This prospectus supplement supplements the attached prospectus of First Federal
Bancshares, Inc. dated July 11, 2000.
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THE COMMUNITY OFFERING
First Federal Bancshares is offering up to 158,723 shares of its common stock to
the general public in the community offering at a price of $10.00 per share in
connection with the conversion of First Federal from a mutual savings bank to a
stock savings bank and the issuance of First Federal's outstanding capital stock
to First Federal Bancshares. The community offering will end at 12:00 noon,
Central time, on Thursday, September 21, 2000, unless extended by First Federal.
People and trusts of people who are residents of Adams, Brown, McDonough,
Hancock, Schuyler, Henderson, Fulton, Warren and Pike Counties in Illinois and
Marion, Lewis and Ralls Counties in Missouri will have first preference to
purchase shares in the community offering. The remaining 2,083,777 shares of
First Federal Bancshares' common stock to be sold in connection with the
conversion have been subscribed for by eligible depositors, borrowers and
employee benefit plans of First Federal in a subscription offering. After
consultation with the Office of Thrift Supervision, First Federal is offering
the shares not subscribed for in the subscription offering in a community
offering. The purchase price for all shares sold in the community offering will
be the same as the price paid by subscribers in the subscription offering.
If the conversion is not completed by October 1, 2000, and the Office of Thrift
Supervision allows more time to complete the conversion, First Federal will
contact everyone who ordered shares in the community offering to see if they
still want to purchase stock, and they will be able to confirm, modify or cancel
their orders. A failure to respond will be treated as a cancellation of the
purchase order.
The minimum number of shares that you may purchase is 25. No person may purchase
more than $150,000 or 15,000 shares of common stock in the community offering.
The maximum amount of shares of common stock that may be subscribed for in the
subscription offering and the community offering combined by any person, related
persons or persons acting together is 1% of the stock being offered, which
equals $224,250 or 22,425 shares based upon the maximum number of shares being
offered. FIRST FEDERAL BANCSHARES RESERVES THE RIGHT, IN ITS ABSOLUTE
DISCRETION, TO ACCEPT OR REJECT, IN WHOLE OR IN PART, ANY OR ALL ORDERS IN THE
COMMUNITY OFFERING. IF YOUR ORDER IS REJECTED IN PART, YOU CANNOT CANCEL THE
REMAINDER OF YOUR ORDER.
If not enough shares are available to fill orders in the community offering, the
available shares will be allocated first to each subscriber whose order is
accepted by First Federal in an amount equal to the lesser of 100 shares or the
number of shares subscribed for by each such subscriber, if possible. After
that, unallocated shares will be allocated among such subscribers whose orders
remain unsatisfied on a 100 shares per order basis until all such orders have
been filled or the remaining shares have been allocated.
The conversion was approved by members of First Federal at a special meeting of
members on August 28, 2000. Completion of the offering remains subject to
confirmation by RP Financial, LC., First Federal's independent appraiser, that
the aggregate purchase price of the shares of First Federal Bancshares sold in
the conversion is compatible with its appraisal of the pro forma market value of
First Federal as converted and to receipt of final regulatory approvals.
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[COMPANY LOGO]
September 8, 2000
Dear Prospective Investor:
I am pleased to be writing to you during this historic time for First
Federal Bank. Our Board of Directors has adopted a plan of conversion that will
allow us to convert from mutual to stock form and organize a stock holding
company which will offer its stock to our depositors as well as to the general
public. The additional capital raised will allow us to continue to serve our
communities, enhance our ability to expand the products and services we
currently offer, and potentially expand into new markets.
We are forwarding this packet of information to you primarily for two
reasons. First, we want all prospective investors to better understand our
corporate strategy, business plan and vision for the future. I encourage you to
read the enclosed prospectus and prospectus supplement for a detailed discussion
of our company including information regarding our conversion and the community
offering. The Question and Answer section at the beginning of the prospectus
addresses many questions you may have concerning our plan of conversion.
Second, we are extending our offering to our local community and invite
you to consider investing in shares of our company. I want to emphasize,
however, that shares of common stock are not insured or guaranteed by the bank,
the government or any other agency. You should read the entire prospectus
carefully before deciding whether or not to invest in our company. If you decide
to purchase shares, please complete the enclosed blue and white stock order form
and certification form and return it in the white return envelope with proper
payment. We must receive all orders for stock by 12:00 noon, Central time, on
Thursday, September 21, 2000 at a branch of the bank or at the conversion center
located at the Macomb branch at 430 West Jackson Street. Please note that orders
will be filled on a priority basis in accordance with the prospectus.
If you have any questions about the conversion or the community offering,
please call our representatives at (309) 833-5391 or visit the conversion center
between 9:00 a.m. and 5:00 p.m., Central time, Monday through Friday.
Thank you for giving these matters your attention and timely
consideration.
Sincerely,
/s/ James J. Stebor
James J. Stebor
President and Chief Executive Officer
THE SHARES OF COMMON STOCK BEING OFFERED ARE NOT SAVINGS ACCOUNTS OR DEPOSITS
AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE BANK
INSURANCE FUND, THE SAVINGS ASSOCIATION INSURANCE FUND OR ANY OTHER GOVERNMENTAL
AGENCY. THIS IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY
STOCK. THE OFFER IS MADE ONLY BY THE PROSPECTUS AND PROSPECTUS SUPPLEMENT
ACCOMPANIED BY THE STOCK ORDER FORM.
