AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 10, 1998.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )
First Banks America, Inc.
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(Name of Issuer)
Class A Common Stock $0.15 Par Value
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(Title of Class of Securities)
31928N 10 3
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(CUSIP Number)
Allen H. Blake, Executive Vice President
First Banks, Inc.
11901 Olive Boulevard, St. Louis, MO 63141
(314) 995-8700
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
February 2, 1998
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box .
Check the following box if a fee is being paid with the statement . (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
THIS STATEMENT CONTAINS TWENTY-THREE (23) PAGES AND THE EXHIBIT INDEX IS ON PAGE
EIGHT (8).
<PAGE>
SCHEDULE 13D
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CUSIP NO. 31928N 10 3 Page 2 of 23 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FIRST BANKS, INC.
43-1175538
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OFA GROUP* (a)
(b) X
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
Not Applicable
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) R 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
MISSOURI
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- ------------------- -------- --------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
1,852,900 CLASS A COMMON-Includes Right to Acquire
(Convertible Debs)
SHARES 2,500,000 CLASS B COMMON
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-------- --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY NONE
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EACH 9 SOLE DISPOSITIVE POWER
1,852,900 CLASS A COMMON-Includes Right to Acquire
(Convertible Debs)
REPORTING 2,500,000 CLASS B COMMON
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-------- --------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH NONE
- ------------------- -------- --------------------------------------------------
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,352,900 (Includes Class A, Class B and Right to Acquire Common
Shares)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
74.1% of all voting common
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14 TYPE OF REPORTING PERSON
HC, CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
<PAGE>
Item 1. Security and Issuer
This statement relates to the Class A Common Stock, par value $0.15 per
share (the "Common Stock"), and 12% Convertible Debentures, maturing October 31,
2000 (the Debentures), issued by First Banks America, Inc., a Delaware
corporation ("FBA"), whose principal executive offices are located at 135 N.
Meramec, Clayton, Missouri 63105. FBA was formerly known as BancTEXAS Group,
Inc. whose principal executive offices were located at 13747 Monfort Drive,
Dallas, Texas 75240 (CUSIP Number 059786 40 0).
The Debentures are convertible at any time prior to maturity, unless
previously redeemed, into shares of the Common Stock of FBA at a conversion
price of $14.06 per share, subject to adjustment in certain events.
The statement on Schedule 13D filed by the reporting person on
September 14, 1994 to report ownership of 37,500,000 shares of Class B Common
Stock, $0.01 par value (currently 2,500,000 shares, $0.15 par value, following a
fifteen to one reverse stock split), is hereby amended as follows:
Item 2. Identity and Background
This statement is filed by First Banks, Inc., a Missouri corporation
and registered bank holding company ("First Banks"). The controlling
shareholders of First Banks are: (i) the James F. Dierberg II Family Trust,
dated December 30, 1992; (ii) Mary W. Dierberg and Michael James Dierberg,
trustees under the living trust of Michael James Dierberg, dated July 24, 1989;
(iii) the Ellen C. Dierberg Family Trust, dated December 30, 1992; (iv) the
Michael J. Dierberg Family trust dated December 30, 1992; (v) James F. Dierberg,
trustee of the James F. Dierberg living trust, dated October 8, 1985; and (vi)
First Trust (Mary W. Dierberg and First Bank, 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 (the "Dierberg Family").
The directors and executive officers of First Banks and their positions
with First Banks are as follows:
James F. Dierberg Chairman of the Board of Directors, President and
Chief Executive Officer
Allen H. Blake Executive Vice President, Chief Financial Officer
and Secretary
John A. Schreiber Executive Vice President - Commercial Banking
Donald W. William Executive Vice President and Chief Credit Officer
Mark T. Turkcan Executive Vice President - Retail Banking
Thomas A. Bangert Senior Vice President - Operations
Larry J. Brost Senior Vice President and Controller
Donald Gunn, Jr. Director
George Markos Director
<PAGE>
The information required by Item 2 with respect to First Banks, the
Dierberg Family and each of the above named persons is attached to this
statement as Exhibits 2A through 2N, and is incorporated herein by reference.
The information disclosed in Exhibits 2A through 2O is included
pursuant to General Instruction C to Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration
On October 3, 1997, FBA and First Commercial Bancorp, Inc., a Delaware
corporation, ("First Commercial") entered into an Agreement and Plan of Merger
(the "Merger Agreement"), whereby First Commercial merged with and into FBA (the
"Merger"). The terms of the agreement provided that each share of common stock
of First Commercial issued and outstanding immediately prior to the Merger be
converted into the right to receive 0.8888 shares of common stock of FBA. First
Banks held 520,000 shares of First Commercial which were exchanged for 462,176
shares of FBA.
First Banks holds a promissory note executed by FBA in the principal
amount of $20 million. At January 31, 1998, the principal amount outstanding was
approximately $17.6 million. It was jointly determined by Special Committees of
FBA and First Commercial that it would not be advisable to pursue the Merger if
the amount of debt owed by FBA would be substantially increased. In order to
reduce the debt of FBA, First Banks agreed to purchase 804,000 shares of FBA
Common for approximately $10 million, a purchase price derived from the market
price of FBA Common immediately before the terms of the Merger were established.
Payment was made by reducing the amount of the outstanding balance on the FBA
Promissory Note and 804,000 shares of FBA Common were acquired by First Banks.
Prior to the Merger, First Banks held First Commercial Debentures in
the principal amount of $6.5 million. FBA agreed to directly assume the
indebtedness evidenced by the First Commercial Debentures, including all accrued
interest thereon, by canceling the First Commercial Debentures and exchanging
therefor a debenture issued by FBA. The FBA Debenture has generally the same
terms as the First Commercial Debentures bearing interest at the rate of 12% per
year in the principal amount of $6.5 million with initial accrued interest equal
to the outstanding balance of accrued interest on the First Commercial
Debentures and convertible into shares of FBA Common at a conversion price of
$14.06 per share. FBA stockholders approved the issuance of up to 739,687 shares
of FBA Common upon conversion of the FBA Debenture. That number represents the
maximum number of shares of FBA Common that would be issued if (i) the FBA
Debenture is not redeemed by FBA or voluntarily converted by First Banks prior
to maturity (in which case the number of shares needed would be lower, since the
number of shares issuable upon conversion in part reflects the amount of
interest which has accrued, and the accrual of interest would cease in either of
such events); and (ii) at maturity, the FBA Debenture is redeemed by the
issuance of FBA Common. The actual number of shares of FBA Common that will be
issued is not presently determinable, because it is not known whether interest
will accrue thereon until the maturity date of October 31, 2000. Based on the
principal and accrued interest at February 24, 1998, approximately 586,724
Common Shares would be issued to First Banks if the FBA Debenture were
voluntarily converted.
<PAGE>
Item 4. Purpose of Transaction
No amendment with respect to this item.
Item 5. Interest in Securities of the Issuer
(a) The aggregate percentage of shares of Common Stock reported owned
by First Banks is based upon 5,285,859 shares outstanding at February 24, 1998,
as indicated on the records of FBA, plus 586,724, representing the conversion of
the FBA Debentures to Common Stock at a conversion price of $14.06, or total
shares of 5,872,583. On February 24, 1998, First Banks beneficially owned $6.5
million principal, plus accrued interest of $1,749,333.38, or, based on a
conversion price of $14.06, the equivalent of 586,724 Common Stock represented
by the FBA Debentures. As of the close of business on February 24, 1998, First
Banks beneficially owned, in aggregate, 4,352,900 shares of Common Stock, which
includes Class A Common, Class B Common and the equivalent of 586,724 shares
represented by the FBA Debentures or approximately 74.1% of such number of
shares.
(b) First Banks beneficially owns 3,766,176 shares of the Class A and
Class B Common Stock and $8,249,333 principal and interest amount of the FBA
Debentures and which, based upon a current conversion of the Debentures at a
conversion price of $14.06, or 586,724 shares, would beneficially own 4,352,900
shares in aggregate and have the sole power to vote and dispose of such shares.
(c) All transactions in the shares of Common Stock and Debentures that
were effected during the past sixty days are described on Exhibit 5(c) attached
hereto.
(d-e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
No amendment with respect to this item.
Item 7. Material to Be Filed as Exhibits
Exhibit 5(c) - Transactions in the Common Stock and Debentures effected
during the past sixty days.
<PAGE>
After reasonable 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: March 10, 1998 By:/s/Allen H. Blake
----------------------------------------
Allen H. Blake, Executive Vice President.
<PAGE>
EXHIBIT INDEX
Exhibit No. Page No.
Exhibit 2A 8
Exhibit 2B 9
Exhibit 2C 10
Exhibit 2D 11
Exhibit 2E 12
Exhibit 2F 13
Exhibit 2G 14
Exhibit 2H 15
Exhibit 2I 16
Exhibit 2J 17
Exhibit 2K 18
Exhibit 2L 19
Exhibit 2M 20
Exhibit 2N 21
Exhibit 2O 22
Exhibit 5(c) 23
<PAGE>
Exhibit 2A
FIRST BANKS, INC.
State or Other Place of Organization: Missouri
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Principal Business: Bank Holding Company
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Address of Principal Business: 135 North Meramec
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Clayton, Missouri 63105
Address of Principal Office: 135 North Meramec
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Clayton, Missouri 63105
Criminal Proceedings During Last 5 Years: None
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Civil Proceedings During Last 5 Years: None
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<PAGE>
Exhibit 2B
JAMES F. DIERBERG (Chief Executive Officer, President and Chairman of the Board
of Directors of First Banks, Inc.)
Residence or Business Address: 39 Glen Eagles Drive
- ------------------------------
St. Louis, Missouri 63124
Principal Occupation or Employment: Financial services
- -----------------------------------
Name of Employer: First Banks, Inc.
- -----------------
Principal Business: Bank holding company
- -------------------
Address: 135 North Meramec
- --------
Clayton, Missouri 63105
Criminal Proceedings During Last 5 Years: None
- -----------------------------------------
Civil Proceedings During Last 5 Years: None
- --------------------------------------
Citizenship: U.S.A.
- ------------
<PAGE>
Exhibit 2C
MARY W. DIERBERG (Co-Trustee under the various Family Trusts)
Residence or Business Address: 39 Glen Eagles Drive
- ------------------------------
St. Louis, Missouri 63124
Principal Occupation or Employment: Housewife
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Criminal Proceedings During Last 5 Years: None
- -----------------------------------------
Civil Proceedings During Last 5 Years: None
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Citizenship: U.S.A.
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<PAGE>
Exhibit 2D
JAMES F. DIERBERG II
Residence or Business Address: 39 Glen Eagles Drive
St. Louis, Missouri 63141
- ------------------------------
Principal Occupation or Employment: Lawyer
- -----------------------------------
Criminal Proceedings During Last 5 Years: None
- -----------------------------------------
Civil Proceedings During Last 5 Years: None
- --------------------------------------
Citizenship: U.S.A.
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<PAGE>
Exhibit 2E
MICHAEL JAMES DIERBERG
Residence or Business Address: 39 Glen Eagles Drive
- ------------------------------
St. Louis, Missouri 63124
Principal Occupation or Employment: Student
- -----------------------------------
Criminal Proceedings During Last 5 Years: None
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Civil Proceedings During Last 5 Years: None
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Citizenship: U.S.A.
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<PAGE>
Exhibit 2F
ELLEN C. DIERBERG
Residence or Business Address: 39 Glen Eagles Drive
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St. Louis, Missouri 63124
Principal Occupation or Employment: Marketing
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Criminal Proceedings During Last 5 Years: None
- -----------------------------------------
Civil Proceedings During Last 5 Years: None
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Citizenship: U.S.A.
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<PAGE>
Exhibit 2G
FIRST BANK (Co-Trustee of First Trust)
State or Other Place of Organization: Missouri
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Principal Business: Banking
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Address of Principal Business: 11901 Olive Blvd.
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St. Louis, Missouri 63141
Address of Principal Office: 11901 Olive Blvd.
St. Louis, Missouri 63141
Criminal Proceedings During Last 5 Years: None
- -----------------------------------------
Civil Proceedings During Last 5 Years: None
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<PAGE>
Exhibit 2H
ALLEN H. BLAKE (Executive Vice President, Chief Financial Officer, Secretary and
Director of First Banks, Inc.)
Residence or Business Address: 2345 Kettington Road
- ------------------------------
Chesterfield, MO 63017
Principal Occupation or Employment: Financial services
- -----------------------------------
Name of Employer: First Banks, Inc.
- -----------------
Principal Business: Bank holding company
- -------------------
Address: 135 North Meramec
- --------
Clayton, Missouri 63105
Criminal Proceedings During Last 5 Years: None
- -----------------------------------------
Civil Proceedings During Last 5 Years: None
- --------------------------------------
Citizenship: U.S.A.
- ------------
<PAGE>
Exhibit 2I
JOHN A. SCHREIBER (Executive Vice President, Commercial Banking, of First Banks,
Inc.)
Residence or Business Address: 11747 Parkshire
- ------------------------------
St. Louis, Missouri 63126
Principal Occupation or Employment: Financial services
- -----------------------------------
Name of Employer: First Banks, Inc.
- -----------------
Principal Business: Bank holding company
- ------------------
Address: 135 North Meramec,
- --------
Clayton, Missouri 63105
Criminal Proceedings During Last 5 Years: None
- -----------------------------------------
Civil Proceedings During Last 5 Years: None
- --------------------------------------
Citizenship: U.S.A.
<PAGE>
Exhibit 2J
DONALD W. WILLIAMS (Executive Vice President and Chief Credit Officer of First
Banks, Inc.)
Residence or Business Address: 18 Huntleigh Downs
- ------------------------------
Frontenac, Missouri 63131
Principal Occupation or Employment: Financial services
- ----------------------------------
Name of Employer: First Banks, Inc.
- -----------------
Principal Business: Bank holding company
Address:135 North Meramec,
Clayton, Missouri 63105
Criminal Proceedings During Last 5 Years: None
- -----------------------------------------
Civil Proceedings During Last 5 Years: None
- --------------------------------------
Citizenship: U.S.A.
- ------------
<PAGE>
Exhibit 2K
MARK T. TURKCAN (Executive Vice President of Mortgage Banking of First Banks,
Inc.)
Residence or Business Address: 711 Bent Brook Road
- ------------------------------
St. Louis, Missouri 63122
Principal Occupation or Employment: Financial services
- -----------------------------------
Name of Employer: First Banks, Inc.
- -----------------
Principal Business: Bank holding company
- -------------------
Address: 135 North Meramec,
- --------
Clayton, Missouri 63105
Criminal Proceedings During Last 5 Years: None
- -----------------------------------------
Civil Proceedings During Last 5 Years: None
- --------------------------------------
Citizenship: U.S.A.
- ------------
<PAGE>
Exhibit 2L
THOMAS A. BANGERT (Senior Vice President of Operations of First Banks, Inc.)
Residence or Business Address: 12575 Conway Road
- ------------------------------
St. Louis, Missouri 63141
Principal Occupation or Employment: Financial services
- -----------------------------------
Name of Employer: First Banks, Inc.
- -----------------
Principal Business: Bank holding company
- -------------------
Address:135 North Meramec,
Clayton, Missouri 63105
Criminal Proceedings During Last 5 Years: None
- -----------------------------------------
Civil Proceedings During Last 5 Years: None
- --------------------------------------
Citizenship: U.S.A.
- ------------
<PAGE>
Exhibit 2M
LAURENCE J. BROST (Senior Vice President of Accounting of First Banks, Inc.)
Residence or Business Address: 414 Lennox
- ------------------------------
Ballwin, Missouri 63011
Principal Occupation or Employment: Financial services
- ----------------------------------
Name of Employer: First Banks, Inc.
- -----------------
Principal Business: Bank holding company
- -------------------
Address: 135 North Meramec
- --------
Clayton, Missouri 63105
Criminal Proceedings During Last 5 Years: None
- -----------------------------------------
Civil Proceedings During Last 5 Years: None
- --------------------------------------
Citizenship: U.S.A.
- ------------
<PAGE>
Exhibit 2N
DONALD GUNN, JR. (Director of First Banks, Inc.)
Residence or Business Address: 11901 Olive Boulevard
- ------------------------------
St. Louis, Missouri 63141
Principal Occupation or Employment: Attorney at Law
- -----------------------------------
Name of Employer: Gunn & Gunn
- -----------------
Principal Business: Law Firm
- -------------------
Address: 11901 Olive Boulevard
- --------
St. Louis, Missouri 63141
Criminal Proceedings During Last 5 Years: None
- -----------------------------------------
Civil Proceedings During Last 5 Years: None
- --------------------------------------
Citizenship: U.S.A.
- ------------
<PAGE>
Exhibit 2O
GEORGE MARKOS (Director of First Banks, Inc.)
Residence or Business Address: 1595 N. Central Expressway
- ------------------------------
Richardson, Texas 75080
Principal Occupation or Employment: Business Management
- -----------------------------------
Name of Employer: Profit Management Systems
- -----------------
Principal Business: Business Services
- -------------------
Address: 1595 N. Central Expressway
- --------
Richardson, Texas 75080
Criminal Proceedings During Last 5 Years: None
- -----------------------------------------
Civil Proceedings During Last 5 Years: None
- --------------------------------------
Citizenship: U.S.A.
- ------------
<PAGE>
Exhibit 5(c)
FIRST BANKS, INC.
(Transactions Effected Within Past 60 Days)
Identity of Number of Price per
Purchaser Date of Purchase Shares Purchased Share
First Banks, February 2, 1998 462,176 *
Inc. February 2, 1998 804,000 **
February 2, 1998 586,724 ***
* Acquired by exchange resulting from a merger with Commercial Bancorp, Inc.
** Acquired by a $10 million reduction of balance due to First Banks, Inc.on
First Banks America, Inc. Promissory Note or an approximate $12.44 per
share.
*** Shares acquired if $6.5 million convertible debentures and accrued
interest were converted to First Banks America, Inc. common shares at a
conversion price of $14.06.
