FIRST BANKS AMERICA, INC.
P.O. Box 630369
Houston, Texas 77263-0369
October 16, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Definitive Proxy Statement of First Banks America, Inc. ("Registrant")
for Annual Meeting of Stockholders to be held November 13, 1996 (the
"Meeting")
Ladies and Gentlemen:
Pursuant to Rule 14a-6 under the Securities Exchange Act of 1934,
enclosed are a Notice of Annual Meeting, definitive Proxy Statement and form of
Proxy in the form that such materials are first being mailed to stockholders on
October 16, 1996. Also enclosed is a Schedule 14A Information cover sheet
setting forth the information required thereon.
Three copies of the Notice, definitive Proxy Statement and form of
Proxy are being filed with the New York Stock Exchange, the only national
securities exchange upon which securities of the Registrant are listed.
If you require any additional information regarding this filing, please
contact our legal counsel, John S. Daniels, at (214) 696-3200 or the undersigned
at (314) 692-6317.
Sincerely,
/s/ Allen H. Blake
Secretary
<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for use of the Commission only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or 240.ss.14a-12
First Banks America, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
(1) TITLE OF EACH CLASS OF SECURITIES TO WHICH TRANSACTION APPLIES:
(2) AGGREGATE NUMBER OF SECURITIES TO WHICH TRANSACTION APPLIES:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it
was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
First Banks America, Inc.
P. O. Box 630369
Houston, Texas 77263-0369
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held Wednesday, November 13, 1996
To the Stockholders of First Banks America, Inc.:
Notice is hereby given that the 1996 Annual Meeting of Stockholders
(the "Annual Meeting") of First Banks America, Inc., a Delaware corporation
("FBA" or the "Company"), will be held at 135 North Meramec, Clayton, Missouri,
on Wednesday, November 13, 1996 at 4:00 p.m., local time, for the following
purposes:
(1) To elect six directors to serve until the next Annual
Meeting and until their successors have been duly elected and
qualified; and
(2) To transact any and all other business as may properly be
presented at the meeting and any adjournment(s) thereof.
The Board of Directors has fixed the close of business on September 30,
1996, as the record date (the "Record Date") for the determination of
stockholders entitled to notice of and to vote at the Annual Meeting or any
adjournment(s) thereof. The stock transfer books will not be closed. A list of
stockholders entitled to vote at the meeting will be available for examination
at the main office of the Company for ten (10) days prior to the meeting.
YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING. HOWEVER,
WHETHER OR NOT YOU PLAN TO BE PRESENT AT THE MEETING, YOU ARE URGED TO PROMPTLY
MARK, SIGN, DATE AND RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED,
SELF-ADDRESSED, STAMPED ENVELOPE SO THAT YOUR SHARES MAY BE VOTED IN ACCORDANCE
WITH YOUR WISHES.
YOUR PROXY WILL BE RETURNED TO YOU IF YOU SHOULD REQUEST SUCH RETURN IN
THE MANNER PROVIDED FOR REVOCATION OF PROXIES ON PAGE 2 OF THE ENCLOSED PROXY
STATEMENT. PROMPT RESPONSE BY OUR STOCKHOLDERS WILL REDUCE THE TIME AND EXPENSE
OF SOLICITATION.
By Order of the Board of Directors,
Houston, Texas ALLEN H. BLAKE,
October 16, 1996 Secretary
<PAGE>
First Banks America, Inc.
P. O. Box 630369
Houston, Texas 77263-0369
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
To Be Held on November 13, 1996
SOLICITATION AND REVOCABILITY OF PROXIES
This Proxy Statement is being furnished to stockholders of First Banks
America, Inc. ("FBA" or the "Company") in connection with the solicitation by
the Board of Directors of FBA of proxies to be voted at the 1996 Annual Meeting
of Stockholders (the "Annual Meeting") to be held on Wednesday, November 13,
1996, at the time and place and for the purposes set forth in the accompanying
Notice of Annual Meeting of Stockholders, and at any adjournment(s) thereof.
This Proxy Statement and applicable form of proxy is first being mailed to the
stockholders of FBA on or about October 16, 1996.
The accompanying form of proxy is designed to permit each holder of
FBA's common stock, par value $.15 per share (the "Common Stock"), (1) to vote
for or withhold voting for any or all of the six nominees for director of FBA
listed on the proxy; and (2) to authorize the named proxies to vote in their
discretion with respect to any other proposal properly presented at the Annual
Meeting.
As of September 30, 1996, the record date for determining the
stockholders entitled to vote at the Annual Meeting, there were 3,714,931 shares
of voting stock outstanding, consisting of 1,214,931 shares of Common Stock and
2,500,000 shares of Class B Common Stock. All of the shares of Class B Common
Stock are owned by First Banks, Inc., a Missouri corporation ("First Banks").
Each share of Common Stock and of Class B Common Stock is entitled to one vote
in the election of each director.
First Banks is owned by trusts created and administered by and for the
benefit of James F. Dierberg and members of his immediate family. Mr. Dierberg
was elected Chairman of the Board, Chief Executive Officer and President of FBA
effective January 2, 1995 to replace Nathan C. Collins, who resigned from those
positions. Mr. Dierberg is also Chairman of the Board, Chief Executive Officer
and President of First Banks. The other executive officers and directors of FBA
were the record holders of 13,047 shares of Common Stock as of September 30,
1996.
<PAGE>
When a stockholder's proxy specifies a choice with respect to a voting
matter, the shares will be voted accordingly. If no such specification is made,
the accompanying form of proxy will be voted at the Annual Meeting and any
adjournment(s) thereof FOR the election of the nominees listed herein under the
caption "ELECTION OF DIRECTORS" and at the discretion of the proxies on any
other business which may be properly presented at the Annual Meeting and any
adjournment(s) thereof.
The Company encourages the personal attendance of its stockholders at
the Annual Meeting, and execution of the accompanying proxy will not affect a
stockholder's right to attend the Annual Meeting and to vote in person. Any
stockholder giving a proxy has the right to revoke it by giving written notice
of revocation to the Secretary of FBA at its principal executive offices at any
time before the proxy is voted, or by executing and delivering a later-dated
proxy, or by attending the Annual Meeting and voting his or her shares in
person. No such notice of revocation or later-dated proxy, however, will be
effective until received by FBA at or prior to the Annual Meeting. Such
revocation will not affect a vote on any matters taken prior to receipt of the
revocation. Mere attendance at the Annual Meeting will not revoke the proxy.
The total cost of the solicitation of proxies pursuant to this Proxy
Statement will be borne by FBA. Proxies may be solicited by directors, officers
and employees of FBA without special remuneration. Banks, brokerage houses and
other custodians, nominees and fiduciaries who forward soliciting material to
the beneficial owners of shares of Common Stock entitled to vote at the meeting
will be reimbursed by FBA for their out-of-pocket expenses incurred in this
connection. In addition to the mails and other delivery services, proxies may be
solicited by personal interviews, telephone or telegraph.
The Annual Report to Stockholders covering FBA fiscal year ended
December 31, 1995, including audited financial statements, has been previously
mailed to stockholders. The Annual Report does not form any part of the proxy
solicitation material. Additional copies of the 1995 Annual Report to
Stockholders may be obtained without charge upon written request to Allen H.
Blake, Secretary, First Banks America, Inc., 135 North Meramec, Clayton,
Missouri 63105 or to Kathryn Aderman, Assistant Secretary, First Banks America,
Inc., P. O. Box 630369, Houston, Texas 77263-0369.
VOTING SECURITIES AND PRINCIPAL STOCKHOLDERS
General
The Board of Directors has fixed the close of business on September 30,
1996, as the record date (the "Record Date") for the Annual Meeting. Only
holders of record of outstanding shares of Common Stock on the Record Date and
First Banks, as the holder of all of the outstanding shares of Class B Common
Stock, are entitled to notice of, and to vote, in person or by proxy, at the
Annual Meeting or any adjournment(s) thereof. On the Record Date, there were
1,409,567 issued and 1,214,931 outstanding shares of Common Stock and 2,500,000
shares of Class B Common Stock.
<PAGE>
Holders of shares of Common Stock, and First Banks as the holder of all
of the outstanding shares of Class B Common Stock, are entitled to one vote at
the Annual Meeting for each share held of record on the Record Date. As the
result of an amendment to FBA's Certificate of Incorporation adopted in 1994,
holders of Common Stock and Class B Common Stock are permitted to exercise
cumulative voting in a contested election of directors. This means that, if
there are more nominees for director than positions to be elected, each holder
would be permitted to cast as many votes as equals the product of the number of
directors to be elected (i.e., six at the Annual Meeting) times the number of
shares held by such holder, and to cast all these votes for one candidate or to
divide the votes among two or more candidates in any amounts chosen by the
stockholder. First Banks would also have the right to utilize cumulative voting
with respect to its Class B Common Stock. The proxy holders authorized to vote
in favor of nominees listed herein under the caption "ELECTION OF DIRECTORS"
will be permitted to vote cumulatively in the absence of instructions to the
contrary.
The presence, in person or by proxy, of the holders of a majority of
the issued and outstanding shares of voting stock, including the Common Stock
and the Class B Common Stock, is necessary to constitute a quorum to transact
business at the Annual Meeting and any adjournment(s) thereof.
On each proposed action, proxies marked as withheld votes or
abstentions and broker non-votes will not be voted but will be treated as
present and entitled to vote. Such proxies will therefore have the same effect
as votes against the proposed action. Directors will be elected by a plurality
of the votes of the shares present in person or represented by proxy and
entitled to vote on such election.
Security Ownership of Management and of Controlling Stockholder
The following table sets forth, as of September 30, 1996, certain
information with respect to the beneficial ownership of Common Stock and Class B
Common Stock by each person known to the Company to be the beneficial owner of
more than five percent of the outstanding shares of either class of stock, by
each director, by certain executive officers and by all executive officers and
directors of FBA as a group:
<PAGE>
<TABLE>
<CAPTION>
Name of Beneficial Owner Relationship to the Company Number of Shares and Nature of
Beneficial Ownership (1)(2) Percent of
Class
- -------------------------- ---------------------------- -------------------------------------- -------------
<S> <C> <C> <C> <C>
First Banks, Inc. 5% Stockholder 2,500,000 (3)(4) 100
135 North Meramec
Clayton, Missouri 63105
Allen H. Blake Director, Vice President, 1,000 (5) *
Chief Financial Officer
and Secretary
Charles A. Crocco, Jr. Director 8,772 (6) *
James F. Dierberg Chairman of the Board of 2,500,000 (3)(4) 100
Directors, Chief Executive
Officer and President
Edward T. Story, Jr. Director 8,682 (7) *
Mark T. Turkcan Director 200 (5) *
David F. Weaver Executive Vice President 6,692 (5) *
of FBA; Chairman of the
Board, Chief Executive
Officer and President,
BankTEXAS N.A.
Donald W. Williams Director 1,033 (5) *
All executive officers 26,379 Common Stock 2.15% of
and directors as a Common Stock
group (7 persons)
100% of
2,500,000 Class B Common Stock Class B
Common Stock
</TABLE>
* Less than one percent.
(1) The shares shown as beneficially owned by First Banks and James F.
Dierberg comprise 100% of the outstanding shares of Class B Common
Stock; for all other persons listed, the shares and percentages
reflected are Common Stock. Each share of Common Stock and Class B
Common Stock is entitled to one vote on matters subject to stockholder
vote.
(2) With respect to Messrs. Crocco and Story, the indicated numbers of
shares include shares subject to vested stock options granted under the
1990 Stock Option Plan. All of the options reflected in the table are
vested and currently exercisable.
<PAGE>
(3) The controlling shareholders of First Banks are (i) Mary W. Dierberg
and James F. Dierberg, II, trustees under the living trust of James F.
Dierberg, II, dated July 24, 1989; (ii) Mary W. Dierberg and Michael
James Dierberg, trustees under the living trust of Michael James
Dierberg, dated July 24, 1989; (iii) Mary W. Dierberg and Ellen C.
Dierberg, trustees under the living trust of Ellen C. Dierberg, dated
July 17, 1992; (iv) James F. Dierberg, trustee of the James F.
Dierberg living trust, dated October 8, 1985; and (v) First Trust
(Mary W. Dierberg and First Bank-Missouri, Trustees) established U/I
James F. Dierberg, dated December 12, 1992. Mr. James F. Dierberg and
Mrs. Mary W. Dierberg are husband and wife, and Messrs. James F.
Dierberg, II, Michael James Dierberg and Miss Ellen C. Dierberg are
their children.
(4) Due to the relationships among James F. Dierberg, Mary W. Dierberg,
First Bank-Missouri and the three children of James F. and Mary W.
Dierberg, Mr. Dierberg is deemed to share voting and investment power
over all of the outstanding voting stock of First Banks, which in turn
exercises voting and investment power over the 2,500,000 shares of
Class B Common Stock of FBA.
(5) All of the shares attributed in the table to Messrs. Blake, Turkcan,
Weaver and Williams are owned by them directly.
(6) Mr. Crocco has a vested option covering 6,666 shares; he owns directly
2,106 shares.
(7) Mr. Story has a vested option covering 6,666 shares; he owns directly
2,016 shares.
Acquisition of Control by First Banks
In August 1994 FBA completed a private placement transaction whereby
First Banks acquired 2,500,000 shares of Class B Common Stock for an aggregate
purchase price of $30,000,000. First Banks thereby acquired the power to vote a
majority of all outstanding voting stock of the Company, and as of the Record
Date First Banks owned approximately 67.3% of all of the outstanding voting
stock. Immediately following the consummation of the transaction with First
Banks, three directors resigned from the Board of Directors of FBA, and Messrs.
Dierberg, Blake and Turkcan (all of whom are executive officers of First Banks)
were appointed to fill the vacancies created by such resignations. In 1995 Mr.
Williams, also an executive officer of First Banks, became a director of FBA.
Following the consummation of the transaction with First Banks, FBA has
entered into agreements with First Banks and its affiliates, pursuant to which
various management, investment and data processing services are obtained.
Additional information concerning such agreements is set forth herein under the
caption "COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION."
<PAGE>
ELECTION OF DIRECTORS
The Board of Directors recommends that the stockholders vote to
re-elect Messrs. Blake, Crocco, Dierberg, Story, Turkcan and Williams as
directors, each for a one-year term.
Nominees
As of September 30, 1996 the Board of Directors consisted of six
members, who are identified in the following table which sets forth the
information indicated as of that date. Each of the directors was elected or
appointed to serve a one-year term and until his successor has been duly
qualified for office.
<TABLE>
<CAPTION>
Name Age Director Principal Occupation During Last Five Years and Directorships of
Since Public Companies
- -------------------------- ------- ------------- -------------------------------------------------------------------
<S> <C> <C> <C>
Allen H. Blake 53 1994 Vice President, Chief Financial Officer and Secretary of FBA
since 1994; Director and Chief Financial Officer of First
Commercial Bancorp, Inc. since 1995; Executive Vice President of
First Banks since April 1996; Senior Vice President of First
Banks from 1992 until April 1996; Secretary and Director of First
Banks since 1988; joined First Banks as Vice President and Chief
Financial Officer in 1984.
Charles A. Crocco, Jr. 58 1988 Partner in the law firm of Crocco & De Maio, P.C., New York City
(1) since 1968; director of The Hallwood Group Incorporated (merchant
banking) since 1981; director of Showbiz Pizza Time, Inc. since
1988.
James F. Dierberg 59 1994 Chairman of the Board of Directors, Chief Executive Officer and
President of FBA since 1995; Chairman of the Board and Chief
Executive Officer of First Banks since 1988; director of First
Banks since 1979; President of First Banks, 1979-1992 and
1994-present; director of First Commercial Bancorp, Inc. since
1995.
Edward T. Story, Jr. (1) 52 1987 President and Chief Executive Officer of SOCO International,
Inc., a subsidiary of Snyder Oil Corporation, engaged in
international oil and gas operations, since 1991; from 1990 until
1991, Chairman of Thaitex Petroleum Company; from 1981 to 1990,
Vice Chairman and Chief Financial Officer of Conquest Exploration
Company; director of Hi-Lo Automotive, Inc. since 1987; director
of Territorial Resources, Inc. since 1992; director of Command
Petroleum Limited since 1993; director of Hallwood Realty
Corporation since 1995; director of New Concept Technologies
International Limited and of Snyder Oil Corporation beginning in
1996.
Mark T. Turkcan 41 1994 Executive Vice President (Retail Banking), First Banks, since
April 1996; Senior Vice President (Retail Banking), First Banks,
since 1994 and Vice President from 1990 until 1994; joined First
Banks when Clayton Savings and Loan Association, St. Louis,
Missouri (now First Bank FSB), for whom Mr. Turkcan was employed
in various capacities since 1985, was acquired by First Banks in
1990.
Donald W. Williams 49 1995 Executive Vice President of First Banks since April 1996; Senior
Vice President of First Banks from 1993 until April 1996; Chief
Credit Officer of First Banks and executive officer of various
subsidiaries of First Banks since 1993; Senior Vice President in
charge of commercial credit approval, commercial loan operations,
international operations and the credit department of Mercantile
Bank of St. Louis, N.A. from 1989 until 1993.
</TABLE>
- ----------------------------------
<PAGE>
(1) Member of the Audit Committee.
Although FBA does not anticipate that any of the above-named nominees
will refuse or be unable to serve as a director of FBA, the persons named in the
enclosed form of proxy intend, if any nominee becomes unavailable, to vote the
shares represented by the proxy for the election of such other person or persons
as may be nominated or designated by management, unless they are directed by
proxy to do otherwise.
Assuming the presence of a quorum, the six nominees receiving the
largest number of the votes cast, including those cast by holders of the Common
Stock and the Class B Common Stock represented at the Annual Meeting, will be
elected as directors. The Company's By-Laws require that any nominations by a
stockholder comply with certain procedural and disclosure requirements,
including advance written notice to the Secretary of the Company.
Executive Officers
The executive officers of the Company as of September 30, 1996 were as
follows:
Name Age Office(s) held
- ------------------ ----- --------------------------------------------
James F. Dierberg 59 Chairman of the Board, Chief Executive
Officer and President.
Allen H. Blake 53 Vice President, Chief Financial Officer
and Secretary.
David F. Weaver 49 Executive Vice President of FBA since
January, 1995; Chairman of the Board,
Chief Executive Officer and President
of BankTEXAS N.A. since 1994; President
of BankTEXAS Houston N.A. from 1988
until the bank became part of BankTEXAS
N.A. as a result of merger.
<PAGE>
The executive officers were each elected by the Board of Directors to the
office indicated. There is no family relationship between any of the nominees
for director, directors or executive officers of the Company or its
subsidiaries.
Committees and Meetings of the Board of Directors
Two members of the Board of Directors serve on the Audit Committee;
there are no other committees of the Board. The duties of the Audit Committee
include the making of recommendations to the Board of Directors for engaging and
discharging FBA's independent auditors; reviewing and approving the engagement
of the independent auditors for audit and nonaudit services and considering the
independence of the auditors prior to engaging them; reviewing with the
independent auditors the fee, scope and timing of the audit and nonaudit
services; reviewing the completed audit with the independent auditors regarding
the conduct of the audit, accounting adjustments, recommendations for improving
internal controls and any other significant findings during the audit; meeting
periodically with management and internal audit and loan review staff to discuss
planning, scheduling and the extent and nature of internal audit and loan review
procedures to be performed and the results therefrom; accounting and financial
controls; reviewing internal accounting and auditing procedures with FBA's
financial staff; and initiating and supervising any special investigations it
deems necessary.
Board and Committee Meetings. The Board of Directors held five meetings
in 1995, including regular and special meetings, and there were four meetings of
the Audit Committee. During 1995, all directors of the Company attended more
than 75% of the aggregate of the number of meetings of the Board of Directors
and the meetings held by all committees of the Board of Directors on which they
served.
Director Compensation
Directors who are not officers of FBA or First Banks (Messrs. Crocco
and Story) were paid fees for their service as directors in 1995, consisting of
an annual retainer of $7,500, a fee for each meeting of the Board of Directors
attended of $3,000 and a fee of $500 for each committee meeting attended, and
they also participate in the 1993 Directors' Stock Bonus Plan (the "Stock Bonus
Plan"). The Stock Bonus Plan provides for an annual grant of 500 shares of
Common Stock to each non-employee director of FBA. Future grants would apply
equally to current directors and to any individual who becomes a director of FBA
in the future. The maximum number of shares that may be issued will not exceed
16,666 shares, and the plan will expire on July 1, 2001. Directors' compensation
expense of $27,000 was incurred in 1995 in connection with the Stock Bonus Plan.
None of the four directors of FBA who are also executive officers of
First Banks (Messrs. Dierberg, Blake, Turkcan and Williams) receives any
compensation from FBA for service as a director, nor do they participate in the
Stock Bonus Plan or any other compensation plan of FBA. First Banks, of which
Messrs. Dierberg, Blake, Turkcan and Williams are executive officers and Messrs.
<PAGE>
Dierberg and Blake are directors, provides various services to FBA and the Bank
for which it is compensated (see "COMPENSATION COMMITTEE INTERLOCKS AND INSIDER
PARTICIPATION").
In 1995, FBA discontinued its noncontributory defined benefit pension
plan covering non-employee directors of the holding company, which had been
adopted in 1993. In connection with discontinuance of this plan, the Company
recorded income of $179,000, representing the nonvested portion of benefits
which had accrued.
Family Relationships
There is no family relationship between any of the nominees for
director, directors or executive officers of FBA or its subsidiaries.
Certain Relationships and Related Transactions
The Bank had in 1995, and it may have in the future, loan transactions
in the ordinary course of business with directors of FBA and their respective
affiliates. These loan transactions have been and will be on the same terms,
including interest rates and collateral, as those prevailing at the time for
comparable transactions with unaffiliated persons and did not involve more than
the normal risk of collectibility or present other unfavorable features. At
December 31, 1995, such loans totalled $32,059 and represented .09% of
stockholders' equity. None of the indebtedness has been classified in any manner
by regulatory authorities or charged-off by the Bank. The Bank does not extend
credit to officers of FBA or of the Bank, except extensions of credit secured by
mortgages on personal residences, loans to purchase automobiles and personal
credit card accounts.
Certain of the directors and officers of FBA and their respective
affiliates have deposit accounts with the Bank. It is the Bank's policy not to
permit any officers or directors of FBA or their affiliates to overdraw their
respective deposit accounts unless that person has been previously approved for
overdraft protection under a plan whereby a credit limit has been established in
accordance with the Bank's standard credit criteria.
During 1995 the Bank engaged in a series of repurchase transactions
with Edward T. Story, Jr., a director of the Company. These transactions are
short-term in nature and involve the deposit with the Bank of U.S. government
securities, subject to agreements to repurchase. The principal amounts of the
repurchase transactions have varied and the largest principal amount of any
transaction in 1995 was $95,293. All of the transactions with Mr. Story have
been at market interest rates and, in the opinion of management, have been on
terms as favorable to the Bank as are available in transactions with
unaffiliated persons.
Information regarding transactions between FBA and First Banks appears
under the caption "COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION."
<PAGE>
EXECUTIVE COMPENSATION
Summary Compensation Table
The private placement transaction with First Banks in 1994 constituted
a "change of control" of FBA under the employment agreement between FBA and
Nathan C. Collins, then the Company's Chairman of the Board, President and Chief
Executive Officer. Following the change of control, the Board of Directors
determined that many of the functions which had been managed or overseen by Mr.
Collins should be transferred to First Banks and to other levels within FBA and
the Bank; this circumstance constituted a "termination" of Mr. Collins'
employment pursuant to the employment agreement. Mr. Collins ceased to be an
officer of FBA on January 2, 1995 and received a severance payment in the amount
of $500,000.
The following table sets forth certain information regarding
compensation of Mr. Collins and the other most highly compensated executive
officer of FBA for each of the last three years. Neither Mr. Dierberg, who
became the Chief Executive Officer and President of the Company on January 2,
1995, nor Mr. Blake, who became the Company's Chief Financial Officer and
Secretary in 1994, receives any compensation from either the Company or the
Bank. The Company has entered into various contracts with First Banks, of which
Messrs. Dierberg and Blake are directors and executive officers, pursuant to
which services are provided to the Company and the Bank (see "COMPENSATION
COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION" for additional information
regarding contracts with First Banks). No information is included in the table
with respect to executive officers whose combined salary and bonus did not
exceed $100,000 in any year covered by the table.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE FOR YEAR ENDED DECEMBER 31, 1995
Salary (1) All Other Compensation (2)
Name and Principal Position Year Bonus
- -------------------------------------------- --------- ------------- ------------ ----------------------------------
<S> <C> <C> <C> <C>
Nathan C. Collins, Chairman of the Board, 1995 $0 $0 $500,000
President & Chief Executive Officer
1994 200,000 0 750
1993 250,000 0 899
David F. Weaver, Executive Vice President; 1995 107,500 0 3,225
Chairman of the Board, Chief Executive
Officer and President of BankTEXAS N.A. 1994 107,500 0 538
1993 107,500 0 840
</TABLE>
- ---------------------------------
(1) The total of all other annual compensation for each of the named
officers is less than the amount required to be reported, which is the
lesser of (a) $50,000 or (b) ten percent (10%) of the total of the
annual salary and bonus paid to that person.
(2) All items reported are FBA's matching contributions to the 401(k) Plan
for the year indicated, with the exception of the severance payment to
Mr. Collins described above.
<PAGE>
Stock Option Exercises and Values
The following table indicates the number of options, if any, exercised
by the executive officers named in the Summary Compensation Table during the
year ended December 31, 1995 and the number and value of options held by them as
of December 31, 1995. All options shown are presently exercisable. FBA does not
have any outstanding stock appreciation rights.
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND YEAR-END VALUES
Shares Value of Unexercised
Acquired on Number of Securities In-the-Money Options at
Exercise (#) Value Underlying Unexercised 12/31/95 ($)(2)
Realized Options at 12/31/95 (#)
Name ($)(1)
- ------------------ --------------- ----------- ------------------------------ -------------------------
<S> <C> <C> <C> <C>
Nathan C. Collins 0 0 46,666 shares 396,661
David F. Weaver 5,000 56,250.00 0 0
</TABLE>
(1) Value realized is before applicable taxes, based on the difference between
exercise prices and closing prices on the dates of exercise.
(2) Value is based upon the difference between exercise prices and the closing
price of FBA Common Stock on December 31, 1995.
FBA has omitted from this Report tables regarding stock options granted
during 1995 and Long Term Incentive Plan awards. No options were granted in
1995, and FBA does not currently have any Long Term Incentive Plan.
<PAGE>
STOCK PERFORMANCE GRAPH
The following graph sets forth a comparison of the cumulative total
shareholder returns of Common Stock of FBA, the New York Stock Exchange Market
Value Index and the Media General Index of Banks located in the West South
Central Region, for the five year period from December 31, 1990 through December
31, 1995. The Company's common stock and the securities of 36 other banks
primarily located in Texas, Louisiana, Oklahoma and Arkansas are currently
included in the Media General West South Central Banks index. The graph and the
table which follows are based on the assumption that the value of the investment
in FBA Common Stock and in each index was $100 at December 31, 1990 and that all
dividends were reinvested (FBA did not pay any dividends during such period).
<TABLE>
<CAPTION>
12/31/90 12/31/91 12/31/92 12/31/93 12/31/94 12/31/95
<S> <C> <C> <C> <C> <C> <C>
First Banks America, Inc. 100.00 173.34 746.59 586.60 373.29 348.41
NYSE Market Value Index 100.00 129.41 135.50 153.85 150.86 195.61
Media General West South 100.00 168.59 288.25 338.13 156.55 187.92
Central Banks
</TABLE>
<PAGE>
EMPLOYEE BENEFIT PLANS
FBA maintains various employee benefit plans. Directors are not
currently eligible to participate in such plans, except the 1993 Directors'
Stock Bonus Plan, unless they are also employees of FBA or one of its
subsidiaries. Although Messrs. Blake and Dierberg are executive officers, they
are not participants in any employee benefit plans of FBA.
Pension Plan. The Employees Retirement Plan (the "Pension Plan") is a
noncontributory, defined benefit plan for all eligible officers and employees of
FBA and its subsidiaries. Benefits under the Pension Plan are based upon annual
base salaries and years of service and are payable only upon retirement or
disability and, in some instances, at death. An employee is eligible to
participate in the Pension Plan after completing one year of employment if he or
she was hired before attaining age 60, is at least 21 years of age and worked
1,000 hours or more in the first year of employment. A participant who has
fulfilled the eligibility and tenure requirements will receive, upon reaching
the normal retirement age of 65, monthly benefits based upon average monthly
compensation during the five consecutive calendar years out of his or her last
ten calendar years that provided the highest average compensation.
During 1994, the Company discontinued the accumulation of benefits
under the Pension Plan. While the Pension Plan continues in existence and
provides benefits previously accumulated, no additional benefits accrued to
participants in 1995, and no new participants will become eligible for benefits
thereunder.
The following table sets forth, based upon certain assumptions, the
approximate annual benefits payable under the Pension Plan at normal retirement
age to persons retiring with the indicated average base salaries and years of
credited service:
Remuneration (1) Years of Credited Service (2)
- ----------------------- ------------------------------------------------------
10 15 20 25 30 35
$100,000 $14,700 $22,050 $29,400 $36,750 $44,100 $51,450
$150,000 (3) 22,200 33,300 44,400 55,500 66,600 77,700
(1) Benefits payable under the Pension Plan are determined based on
compensation levels prior to the discontinuance of the accumulation of
benefits in 1994.
(2) Benefits shown are computed based on straight life annuities with a
10-year guarantee and are not subject to deduction for social security,
but are subject to withholding for federal income tax purposes.
(3) Maximum annual retirement income of $120,000 is permitted under the
Internal Revenue Code, as amended; the maximum compensation allowed for
retirement benefit computations is $150,000.
As of December 31, 1995 Messrs. Collins and Weaver had each accumulated
seven years credited service under the Pension Plan.
<PAGE>
COMPENSATION COMMITTEE REPORT
The Compensation Committee of FBA is comprised of its entire Board of
Directors. Four of the current directors, including Mr. Dierberg, who is
Chairman of the Board, Chief Executive Officer and President of the Company, and
Mr. Blake, who is Vice President, Chief Financial Officer and Secretary of the
Company, are executive officers of First Banks, which is compensated for their
services on an hourly basis under the provisions of a management fee agreement
between FBA and First Banks. None of the current directors has ever been
compensated by the Company or the Bank as an executive officer.
The purpose of the Compensation Committee is to consider the levels and
components of executive compensation relative to those generally available in
its market place, to the overall long-term objectives of FBA and to the interest
of its stockholders. By maintaining appropriate balance in these factors, the
Committee believes that it will be most effective in attracting and retaining
well-qualified executives who will be capable of contributing to the success of
FBA.
The paramount objective of FBA is building the long-term value of the
stockholders' investment, within the framework of operating its subsidiary
financial institutions in a safe and sound manner. This is accomplished by
achieving substantial improvements and consistency in earnings, strengthening
the subsidiary banking franchises, and entering into strategic,
economically-viable acquisitions of other financial institutions. Consequently,
the compensation of executives should be structured to attract individuals
capable in contributing to the achievement of these objectives and to align the
welfare of those individuals with that of the stockholders.
The Committee periodically reviews the various components of the
Company's executive compensation programs as outlined below:
Base Salary. In determining the appropriate base salaries of its
executive officers, the Committee evaluates the performance of FBA, considering
general business and industry conditions, among other factors, and the
contributions of specific executives toward that performance. Particular
measurements to which the Committee assigns significance are net income,
earnings per share, expense control, net interest margin, regulatory reports and
the performance of the Company's stock. The Committee also evaluates each
officer's areas of responsibility and the Company's performance in those areas.
Finally, the Company considers the level of compensation paid comparable
executives by other financial institutions of comparable size in its market
places.
Bonus. The Committee may elect to award bonuses to selected executive
officers based largely upon the same criteria as the evaluations of base
salaries, emphasizing the need to maintain competitive compensation packages and
the desire to recognize outstanding performance by the officers.
<PAGE>
Stock Option Program. The Committee recognizes that one way to align
the interests of FBA's executive officers with those of its stockholders is the
encouragement of ownership of FBA stock through stock options granted under its
1990 Stock Option Plan. Under this Plan, executive officers are eligible to
receive stock options from time to time, giving them the right to purchase
shares of common stock of FBA at a specified price in the future. Considering
the number of options granted prior to 1993, the Committee has elected not to
grant any additional options since that time.
The difficulties which FBA experienced in recent years has limited its
success in accomplishing its objectives. As a result of the private placement of
Class B Common Stock in 1994, FBA was in a better position to direct its
attention toward the future development of the Company. In anticipation of this,
the Committee began re-examining its benefit programs during 1994, and
restructuring or eliminating certain of them which it believed to be excessively
expensive for the benefits provided. This process resulted in the
discontinuation of the accumulation of benefits under the FBA defined benefit
pension plan, the elimination of Company contributions for coverage of new
retirees under the FBA postretirement health care and life insurance plans and
the increase in the Company matching contributions under the 401(k) Plan.
Furthermore, various functions within FBA have been eliminated, or combined with
those of First Banks, resulting in significant staff reductions and
organizational restructuring.
During the fourth quarter of 1995, the Committee determined that,
considering the factors discussed above, adjustments of base salaries of certain
executive officers were in order, and such adjustments were approved. However,
the granting of bonuses was not considered appropriate and was deferred by the
Committee until the performance of FBA, based on the criteria identified above,
suggested that bonuses were warranted.
Compensation of Chief Executive Officer. The compensation paid to Mr.
Collins in 1995 was incurred pursuant to the employment agreement between FBA
and Mr. Collins as a result of the change of control of the Company in 1994. As
noted elsewhere in this Proxy Statement, Mr. Dierberg, the current Chief
Executive Officer, does not receive any compensation from either the Company or
the Bank. First Banks receives fees from FBA pursuant to data processing and
management fee agreements (see "COMPENSATION COMMITTEE INTERLOCKS AND INSIDER
PARTICIPATION").
THE FOREGOING REPORT HAS BEEN PRESENTED BY THE ENTIRE BOARD OF DIRECTORS
CONSISTING OF MESSRS. BLAKE, CROCCO, DIERBERG, STORY, TURKCAN AND WILLIAMS.
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND
INSIDER PARTICIPATION
Messrs. Dierberg and Blake, who are executive officers of FBA but do
not receive any compensation for their services as such, are also members of the
board of directors and executive officers of First Banks, and directors of First
Commercial Bancorp, Inc., a majority-owned subsidiary of First Banks. Mr. Blake
is also an executive officer of First Commercial Bancorp, Inc. Neither First
Banks, Inc. nor First Commercial Bancorp has a compensation committee, but each
board of directors performs the functions of such a committee. Except for the
foregoing, no executive officer of FBA served during 1995 as a member of the
Compensation Committee, or any other committee performing comparable functions,
or as a director, of another entity any of whose executive officers or directors
served on FBA's Compensation Committee.
After First Banks became the largest stockholder of FBA in August,
1994, FBA began purchasing certain services and supplies from or through First
Banks, and such purchases will continue in the future. In December 1994, the
Board of Directors of the Bank approved data processing and management fee
agreements with First Banks. Under the data processing agreement, a subsidiary
of First Banks began providing data processing and various related services to
FBA in February 1995. The fees for such services are significantly lower than
FBA has previously paid a non-affiliated vendor. The management fee agreement
provides that FBA will compensate First Banks on an hourly basis for its use of
personnel for various functions including internal auditing, loan review, income
tax preparation and assistance, accounting, asset/liability and investments
services, loan servicing and other management and administrative services.
Hourly rates for such services compare favorably with those for similar services
from unrelated sources, as well as the internal costs of FBA personnel which
were used previously, and FBA estimates that the aggregate cost for the services
will be significantly more economical than those previously incurred by FBA.
Total fees paid under these agreements were $796,000 in 1995 and $475,000 during
the first six months of 1996.
In 1995 the Bank began to participate in loans with other bank
affiliates of First Banks; as of September 30, 1996, $9.8 million of purchased
loan participations and $9.5 million of sold loan participations were
outstanding. Loans are purchased and sold at prevailing interest rates and terms
at the time of such transactions and in accordance with the credit standards and
policies of the purchasing entity.
SECTION 16(a) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange
Act") requires the executive officers and directors of FBA, and persons who
beneficially own more than ten percent of a registered class of its equity
securities, to file reports of ownership and changes in ownership with the
Securities and Exchange Commission and the New York Stock Exchange. Based solely
<PAGE>
upon a review of the reports received by FBA and the written representations
from certain reporting persons that no Forms 5 were required for such persons,
FBA believes that during the year ended December 31, 1995 all executive
officers, directors and ten percent beneficial owners complied with the
applicable filing requirements.
INDEPENDENT AUDITORS
On September 23, 1994, FBA engaged the accounting firm of KPMG Peat
Marwick LLP ("Peat Marwick") to audit the Company's financial statements for the
fiscal year ended December 31, 1994 to replace the firm of Deloitte & Touche LLP
("Deloitte & Touche"), which had been the principal independent accountant for
the Company's certified financial statements since 1987.
In connection with the audits of the two fiscal years ended December
31, 1993 and the subsequent interim periods preceding the appointment of Peat
Marwick, there were no disagreements with Deloitte & Touche on any matter of
accounting principles or practices, financial statement disclosure or auditing
scope or procedure, which disagreements if not resolved to the satisfaction of
Deloitte & Touche would have caused that firm to make reference to the subject
matter of the disagreement in connection with its reports.
As a result of the completion of a private placement on August 31,
1994, in which the Company sold 2.5 million shares of its Class B Common Stock
to First Banks for $30 million and First Banks thereby acquired the right to
vote securities of the Company equal to 65% of all of its outstanding voting
securities, and the fact that Peat Marwick has for several years served as
independent certifying accountant for First Banks and all of its subsidiaries,
the Company requested both Deloitte & Touche and Peat Marwick to submit bids and
proposals to do the necessary accounting and auditing work for 1994. After
review and consideration, Deloitte & Touche determined that it did not desire to
submit such a bid and declined to stand for reappointment as independent
certifying accountant, stating that it did not believe that it was in a position
to submit a proposal which would be competitive economically, in light of the
expected consolidation of many of the Company's operational functions into the
comparable operations of First Banks.
After reviewing the bid and proposal submitted by Peat Marwick, the
Audit Committee of the Board of Directors recommended that Peat Marwick be
selected as auditor for the Company's financial statements for the fiscal year
ending December 31, 1994, and the Board of Directors unanimously approved that
recommendation. Peat Marwick continued to act as auditor in connection with the
Company's financial statements for the year ended December 31, 1995.
Deloitte & Touche's report on the financial statements of the Company
for the preceding two fiscal years contained no adverse opinion or disclaimer of
opinion and was not qualified as to uncertainty, audit scope or accounting
principles.
<PAGE>
Representatives of Peat Marwick are expected to be present at the
Annual Meeting and such representatives will have the opportunity to make a
statement if they desire to do so and will be available to respond to
appropriate questions.
OTHER BUSINESS
Management knows of no other business to be presented at the Annual
Meeting. If, however, other matters should properly be presented at the Annual
Meeting or any adjournment(s) thereof, the person or persons voting the proxy
will vote as in his discretion he may deem appropriate.
STOCKHOLDER PROPOSALS
Pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as
amended, stockholders may present proper proposals for inclusion in FBA's proxy
statement for consideration at its Annual Meeting of Stockholders by submitting
proposals to FBA in a timely manner. In order to be so included for the 1997
Annual Meeting of Stockholders, stockholder proposals must have been received by
FBA a reasonable time prior to the meeting and must otherwise comply with the
requirements of Rule 14a-8 and with the Company's By-laws.
By Order of the Board of Directors,
Houston, Texas ALLEN H. BLAKE
October 16, 1996 Secretary
<PAGE>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PROXY
FIRST BANKS AMERICA, INC.
Annual Meeting of Stockholders--November 13, 1996
The undersigned hereby appoints Allen H. Blake and Mark T. Turkcan, and
each of them with full power of substitution, the attorney and proxy of
the undersigned to attend the Annual Meeting of Stockholders of First
Banks America, Inc. to be held in Clayton, Missouri on November 13,
1996, at 4:00 p.m. local time and at any adjournment thereof, and to
vote the stock of the undersigned with all powers the undersigned would
possess if present upon the following matters and upon any other
business that may properly come before the meeting or any adjournment
thereof.
The proxy when properly executed will be voted as specified herein. If
no specification is made with respect to any particular proposal, it is
the intention of the proxies to vote FOR each of the following
proposals.
SEE REVERSE SIDE
<PAGE>
<TABLE>
<CAPTION>
COMMON
<S> <C> <C>
1. Election of Directors 2. In their discretion, upon any other matters
which may properly come before the meeting or any
FOR AGAINST WITHHOLD adjournments thereof, hereby revoking any proxy
heretofore given by the undersigned for such
all all all meeting.
nominees nominees nominees
--------------------------
Signature
-------- -------- --------
--------------------------
Signature if owned jointly
NOMINEES: Allen H. Blake, Charles A. Crocco,
Jr., James F. Dierberg, Edward T. Story, Jr., Date:
Mark T. Turkcan, Donald W. Williams
INSTRUCTION: To withhold authority to vote
for any individual nominee, write that nominee's
name below:
</TABLE>
