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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
<TABLE>
<S> <C>
FIRST BANKS AMERICA, INC. FIRST AMERICA CAPITAL TRUST
(Exact name of Registrant as specified in its charter) (Exact name of Co-Registrant as specified in its charter)
DELAWARE DELAWARE
(State of incorporation or organization) (State of incorporation or organization)
58-2199947 APPLIED FOR
(I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.)
</TABLE>
135 North Meramec, Clayton, Missouri 63105 (314) 854-4600
(Address, including zip code, and telephone number, including area code,
of registrant's and co-registrant's principal executive office)
<TABLE>
Securities to be registered pursuant to Section 12(b) of the Act.
<CAPTION>
Title of each class to be so registered Name of each exchange on which
each class is to be registered
<S> <C>
_______% Cumulative Trust Preferred Securities New York Stock Exchange
(and the Guarantee with respect thereto)
</TABLE>
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), check the following box. [X]
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), check the following box. [ ]
Securities Act registration statement file number to which this form
relates: 333-58355 and 333-58355-01 (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered
For a full description of the _______% Cumulative Trust Preferred
Securities (the "Preferred Securities"), of First America Capital Trust, a
statutory business trust created under the laws of the State of Delaware
("the Trust"), and the guarantee with respect to the Preferred Securities
issued by First Banks America, Inc., a Delaware corporation (the "Company"),
both of which are being registered hereby, reference is made to the
information contained under the captions "Description of the Preferred
Securities," "Description of the Subordinated Debentures," and "Description
of the Guarantee" in (i) the prospectus subject to completion dated July 1,
1998, included in Part I of the Registration Statement on Form S-2 (the
"Registration Statement") of First Banks America, Inc. and First America
Capital Trust, filed with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Securities
Act"), (ii) the related final form of prospectus to be filed with the
Commission under Rule 430A of the Securities Act, which descriptions are
incorporated herein by reference. Any statement contained in a document
incorporated herein by reference shall be deemed to be modified or superseded
for purposes hereof to the extent that another document incorporated herein
by reference modifies or supersedes such previous statement.
Item 2. Exhibits
The following exhibits are filed as part of this Registration Statement
on Form 8-A:
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<S> <C>
<F*>2.1 Certificate of Trust of First America Capital Trust (incorporated
herein by reference to Exhibit 4.3 of the Registration Statement).
<F*>2.2 (a) Trust Agreement of First America Capital Trust (incorporated
herein by reference to Exhibit 4.4 of the Registration Statement).
<F*>2.2 (b) Form of Amended and Restated Trust Agreement (incorporated herein
by reference to Exhibit 4.5 of the Registration Statement).
<F*>2.3 Form of certificate representing the Preferred Securities
(incorporated herein by reference to Exhibit 4.5 of the
Registration Statement).
<F*>2.4 Form of Preferred Securities Guarantee Agreement (incorporated
herein by reference to Exhibit 4.7 of the Registration Statement).
<F*>2.5 Form of Indenture (incorporated herein by reference to Exhibit 4.1
of the Registration Statement).
<F*>2.6 Form of Subordinated Debenture (incorporated herein by reference
to Exhibit 4.1 of the Registration Statement).
<FN>
<F*> Incorporated by reference as indicated pursuant to Rule 12b-32.
</TABLE>
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SIGNATURES
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Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunder duly authorized.
FIRST BANKS AMERICA, INC.
By: /s/ Allen H. Blake
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Allen H. Blake
Vice President, Chief Financial Officer
Date: July 10, 1998
FIRST AMERICA CAPITAL TRUST
By: /s/ Allen H. Blake
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Allen H. Blake, Trustee
Date: July 10 , 1998 By: /s/ James F. Dierberg <F*>
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James F. Dierberg, Trustee
By: /s/ Laurence J. Brost
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Laurence J. Brost, Trustee
[FN]
<F*> By Allen H. Blake, Attorney-in-Fact
