<PAGE> 1
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
/X/ Definitive Proxy Statement Commission only
/ / Definitive Additional Materials (as permitted by Rule
/ / Soliciting Material Pursuant to 14a-6(e)(2))
Section 240.14a-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 TRANSACTIONS 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.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE> 2
FIRST BANKS AMERICA, INC.
135 NORTH MERAMEC
CLAYTON, MISSOURI 63105
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD THURSDAY, JUNE 25, 1998
To the Stockholders of First Banks America, Inc.:
Notice is hereby given that the 1998 Annual Meeting of Stockholders
(the "Annual Meeting") of First Banks America, Inc., a Delaware corporation
(the "Company"), will be held at 135 North Meramec, Clayton, Missouri, on
Thursday, June 25, 1998 at 4:00 p.m., local time, for the following purposes:
(1) To elect seven 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 June 1, 1998,
as the record date for the determination of stockholders entitled to notice
of and to vote at the Annual Meeting and 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,
Clayton, Missouri ALLEN H. BLAKE,
June 3, 1998 Secretary
<PAGE> 3
FIRST BANKS AMERICA, INC.
135 NORTH MERAMEC
CLAYTON, MISSOURI 63105
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 25, 1998
---------------------
SOLICITATION AND REVOCABILITY OF PROXIES
This Proxy Statement is being furnished to stockholders of First Banks
America, Inc., a Delaware corporation ("FBA" or the "Company"), in connection
with the solicitation by the Board of Directors of FBA of proxies to be voted
at the 1998 Annual Meeting of Stockholders (the "Annual Meeting") to be held
on Thursday, June 25, 1998, 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 the enclosed form of
proxy are first being mailed to the stockholders on or about June 3, 1998.
The accompanying form of proxy is designed to permit each holder of
FBA's common stock, par value $.15 per share ("Common Stock"), (1) to vote
for or withhold voting for any or all of the seven 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 June 1, 1998, the record date for determining the stockholders
entitled to vote at the Annual Meeting the ("Record Date"), there were
5,186,961 shares of voting stock outstanding, consisting of 2,686,961 shares
of Common Stock and 2,500,000 shares of Class B Common Stock. 1,266,176 of
the outstanding shares of Common Stock and all of the outstanding 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. By virtue of its
ownership of the Common Stock and Class B Common Stock referred to above,
First Banks controls 72.6% of all shares entitled to vote at the Annual
Meeting.
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 is the Chairman of the Board, Chief Executive Officer and President
of FBA. 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 49,753 shares of Common Stock as of the Record
Date.
<PAGE> 4
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, 1997, 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 1997 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.
VOTING SECURITIES AND PRINCIPAL STOCKHOLDERS
GENERAL
Only holders of record of outstanding shares of Common Stock and Class
B Common Stock as of the Record Date are entitled to notice of, and to vote,
in person or by proxy, at the Annual Meeting and any adjournment(s) thereof.
As of the Record Date, there were issued and outstanding 2,686,961 shares of
Common Stock and 2,500,000 shares of Class B Common Stock.
Holders of shares of Common Stock and Class B Common Stock are entitled
to one vote for each share held of record on the Record Date. 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
2
<PAGE> 5
would be permitted to cast as many votes as equals the product of the number of
directors to be elected (i.e., seven 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 shares of Common Stock and 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.
SECURITY OWNERSHIP OF MANAGEMENT AND OF CONTROLLING STOCKHOLDER
The following table sets forth as of the Record Date 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:
<TABLE>
<CAPTION>
TITLE OF NAME OF BENEFICIAL NUMBER OF SHARES AND NATURE PERCENT
CLASS OWNER OF BENEFICIAL OWNERSHIP OF CLASS
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Class B Stock First Banks, Inc. 2,500,000<F1><F2><F3> 100
135 N. Meramec
Clayton, Missouri
63105
Class B Stock James F. Dierberg 2,500,000<F1><F2><F3> 100
Common Stock First Banks, Inc. 1,952,523<F1><F2><F3><F4> 57.9
Common Stock James F. Dierberg 1,952,523<F1><F2><F3><F4> 57.9
Common Stock Allen H. Blake 1,902<F5> <F*>
Common Stock Charles A. Crocco, Jr. 9,272<F6> <F*>
Common Stock Albert M. Lavezzo 20,164<F5> <F*>
Common Stock Edward T. Story, Jr. 9,182<F6> <F*>
Common Stock Mark T. Turkcan 200<F5> <F*>
3
<PAGE> 6
Common Stock David F. Weaver 8,000<F5> <F*>
Common Stock Donald W. Williams 1,033<F5> <F*>
All executive 2,002,276 shares 59.4% of
officers and Common Stock<F4> Common
directors as a Stock
group (8 persons)
2,500,000 shares 100% of
Class B Stock Class B
Stock
<FN>
- ------------------------------
<F*> Less than one percent.
<F1> The shares shown as beneficially owned by First Banks and James F.
Dierberg comprise 100% of the outstanding shares of Class B Stock and
57.9% of the Common Stock; for all other persons listed, the shares and
percentages reflected are Common Stock. Each share of Common Stock and
Class B Stock is entitled to one vote on matters subject to stockholder
vote. Under Rule 13d3(d), shares not outstanding which are subject to
options, warrants, rights, or conversion privileges exercisable within
60 days are deemed outstanding for the purpose of calculating the
number and percentage owned by such person, but not deemed outstanding
for the purpose of calculating the percentage owned by each other
person listed. All of the shares of Class B Stock and Common Stock
owned by First Banks are pledged to secure a loan to First Banks from a
group of unaffiliated lenders. The related credit agreement contains
customary provisions which could ultimately result in transfer of such
shares if First Banks were to default in the repayment of the loan and
such default were not cured, or other arrangements satisfactory to the
lenders were not made, by First Banks.
<F2> The controlling stockholders of First Banks are (i) the James F.
Dierberg, II, Family Trust; (ii) Michael James Dierberg and Mary W.
Dierberg, trustees under the living trust of Michael James Dierberg;
(iii) the Ellen C. Dierberg Family Trust; (iv) James F. Dierberg,
trustee of the James F. Dierberg living trust; (v) the Michael J.
Dierberg Family Trust; and (vi) First Trust (Mary W. Dierberg and First
Bank, Trustees). Mr. James F. Dierberg, the Chairman of the Boards of
Directors, President and Chief Executive Officer of FBA and First
Banks, 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 adult children.
<F3> Due to the relationships among James F. Dierberg, Mary W. Dierberg,
First BankMissouri 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 shares of Common Stock
and Class B Stock attributed to it in the table.
<F4> Includes 686,347 shares of Common Stock which First Banks has the right
to acquire upon conversion of $6.5 million principal amount plus $2.08
million accrued interest on a convertible debenture issued to First
Banks in connection with the acquisition by FBA of First Commercial
Bancorp. Such shares are deemed outstanding for the purpose of
calculating the percentage ownership of First Banks, Mr. Dierberg and
executive officers and directors as a group, but are not otherwise
taken into account in calculating the percentages shown in the table.
<F5> All of the shares attributed in the table to Messrs. Blake, Turkcan,
Weaver and Williams are owned by them directly; Mr. Lavezzo owns 8,710
shares directly and 11,454 shares indirectly through a
profit-sharing/pension plan.
<F6> The shares attributed to Messrs. Crocco and Story include shares
subject to vested, currently exercisable stock options granted under
the Company's 1990 Stock Option Plan. Mr. Crocco has an option
covering 6,666 shares; he owns directly 2,606 shares. Mr. Story has an
option covering 6,666 shares; he owns directly 2,516 shares.
</TABLE>
4
<PAGE> 7
ELECTION OF DIRECTORS
The Board of Directors recommends that the stockholders vote to
re-elect Messrs. Blake, Crocco, Dierberg, Lavezzo, Story, Turkcan and
Williams as directors, each for a one-year term.
NOMINEES
As of the Record Date the Board of Directors consisted of seven
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
SINCE DIRECTORSHIPS OF PUBLIC COMPANIES
- ------------------------------------------------------------------------------------------------------------------------
<C> <C> <C> <S>
Allen H. Blake 55 1994 Vice President, Chief Financial Officer and Secretary of FBA
since 1994; Director and Executive Vice President of First
Commercial Bancorp, Inc. ("FCB") from 1995 until its merger
into FBA in February 1998; Executive Vice President of First
Banks since 1996; Senior Vice President of First Banks from
1992 until 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.<F1> 59 1988 Partner in the law firm of Crocco & De Maio, P.C., New York
City since 1970; director of The Hallwood Group Incorporated
(merchant banking).
James F. Dierberg 60 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.
Albert M. Lavezzo 61 1998 President and Chief Operating Officer of Favaro, Lavezzo, Gill,
Caretti & Heppell, Vallejo, California, a professional legal
corporation.
Edward T. Story, Jr.<F1> 54 1987 President, Chief Executive Officer and Director of SOCO
International, plc, a corporation listed on the London Stock
Exchange, 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 Cairn
Energy plc, Hallwood Realty Corporation, Snyder Oil Corporation
and Seaunion Holdings, Ltd.
Mark T. Turkcan 42 1994 Executive Vice President (Retail Banking), First Banks, since
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.
5
<PAGE> 8
Donald W. Williams 50 1995 Executive Vice President of First Banks since April 1996;
Senior Vice President of First Banks from 1993 until 1996;
Director of FCB from 1995 until its merger into FBA in February
1998; Chief Credit Officer of First Banks and executive officer
of various subsidiaries of First Banks since 1993; previously
served as 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. Mr. Williams currently serves as
Executive Vice President and Chief Credit Officer of First
Banks and Chairman and Chief Executive Officer of the
California subsidiaries thereof.
<FN>
- ------------------------------
<F1>Member of the Audit Committee.
</TABLE>
Mr. Lavezzo was the Chairman of the Board of Directors of Surety Bank,
Vallejo, California ("Surety") prior to its acquisition by FBA in December
1997. The agreement by which Surety was acquired provided that FBA would
cause a person designated by Surety's Board of Directors to be appointed to
FBA's Board of Directors, and Mr. Lavezzo was so designated.
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 seven 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 the Record Date were as
follows:
<TABLE>
<CAPTION>
NAME AGE OFFICE(S) HELD
- ---------------------------------------------------------------------------------------------------------------------
<C> <C> <S>
James F. Dierberg 60 Chairman of the Board, Chief Executive Officer and President.
Allen H. Blake 55 Vice President, Chief Financial Officer and Secretary.
David F. Weaver 50 Executive Vice President of FBA since 1995; Chairman of the Board, Chief Executive
Officer and President of BankTEXAS N.A., a wholly-owned indirect subsidiary of FBA
("BankTEXAS"), since 1994; President of BankTEXAS Houston N.A. (predecessor of
BankTEXAS) from 1988 to 1994.
</TABLE>
6
<PAGE> 9
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 of FBA 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 four
meetings in 1997, including regular and special meetings, and there were four
meetings of the Audit Committee. During 1997, all directors of FBA 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 affiliated with First Banks
("Unaffiliated Directors," consisting in 1997 of Messrs. Crocco and Story)
were paid fees for their service as directors in 1997, 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.
Effective January 1, 1998, Unaffiliated Directors of FBA are to be paid a fee
of $2,000 for each meeting of the Board of Directors attended and a fee of
$500 for each committee meeting attended.
Unaffiliated Directors also participate in the 1993 Directors' Stock
Bonus Plan (the "Stock Bonus Plan"), which provides for an annual grant of
500 shares of Common Stock to each such director. 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 $13,000 was incurred in 1997 in connection with the
Stock Bonus Plan.
7
<PAGE> 10
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 or its subsidiaries (the "Subsidiary Banks") for
service as a director, nor do they participate in the Stock Bonus Plan or any
other compensation plan of FBA or the Subsidiary Banks. First Banks, of
which Messrs. Dierberg, Blake, Turkcan and Williams are executive officers
and Messrs. Dierberg and Blake are directors, provides various services to
FBA and the Subsidiary Banks for which it is compensated (see "Compensation
Committee Interlocks and Insider Participation").
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 Subsidiary Banks have had in the past, and may have in the future,
loan transactions in the ordinary course of business with directors of FBA or
their 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 and
will not involve more than the normal risk of collectibility or present other
unfavorable features. The Subsidiary Banks do not extend credit to officers
of FBA or of the Subsidiary Banks, 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 Subsidiary Banks. It is the policy
of the Subsidiary Banks not to permit any officers or directors of the
Subsidiary Banks 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 standard credit criteria of the Subsidiary Banks.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth certain information regarding
compensation earned during the year ended December 31, 1997, and specified
information with respect to the two preceding years, by Mr. Weaver, who is
the only executive officer of FBA whose annual compensation in 1997 from FBA
or the Subsidiary Banks exceeded $100,000.
Neither Mr. Dierberg nor Mr. Blake receives any compensation directly
from either the Company or the Subsidiary Banks. The Company and the
Subsidiary Banks have entered into
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<PAGE> 11
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 Subsidiary Banks (see "Compensation Committee Interlocks and
Insider Participation" for additional information regarding contracts with First
Banks).
<TABLE>
<CAPTION>
SALARY BONUS ALL OTHER COMPENSATION
NAME AND PRINCIPAL POSITION YEAR $$<F1> $$ $$<F2>
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
David F. Weaver, Executive Vice 1997 $103,750 20,000 3,144
President; Chairman of the Board,
Chief Executive Officer and President 1996 86,875 22,000 2,172
of BankTEXAS.
1995 107,500 0 3,225
<FN>
- ------------------------------
<F1> 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.
<F2> All items reported are FBA's matching contributions to the 401(k) Plan
for the year indicated.
</TABLE>
FBA has omitted from this Proxy Statement tables which would disclose
information regarding stock options granted during 1997, stock options
exercised during 1997 and long term incentive plan awards. No options were
granted to or exercised by executive officers in 1997, and FBA does not have
a long term incentive plan.
STOCK PERFORMANCE GRAPH
The following graph sets forth a comparison of the cumulative total
shareholder returns of FBA Common Stock, 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, 1992 through
December 31, 1997. FBA's Common Stock and the securities of 28 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
9
<PAGE> 12
at December 31, 1992 and that all dividends were reinvested (FBA did not pay
any dividends during the period).
[GRAPH]
<TABLE>
<CAPTION>
12/31/92 12/31/93 12/31/94 12/31/95 12/31/96 12/31/97
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
FBA 100.00 78.57 50.00 46.67 38.57 88.33
NYSE Market 100.00 113.54 111.33 144.36 173.90 228.78
Value Index
Media General West 100.00 117.30 54.31 65.19 83.04 126.82
South Central Banks
</TABLE>
10
<PAGE> 13
EMPLOYEE BENEFIT PLANS
FBA maintains various employee benefit plans. Directors are not
eligible to participate in such plans except the 1990 Stock Option Plan and
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.
The Employees Retirement Plan (the "Pension Plan") is a
noncontributory, defined benefit plan for all eligible officers and employees
of FBA and its subsidiaries. During 1994, the Company discontinued the
accumulation of benefits under the Pension Plan. While the Pension Plan
continues in existence and provides benefits which had then accumulated, no
additional benefits have accrued to participants since 1994, and no new
participants will become eligible for benefits thereafter.
Benefits under the Pension Plan are based upon annual base salaries and
years of service as of 1994 and are payable only upon retirement or
disability and, in some instances, at death. A participant who fulfilled the
eligibility and tenure requirements prior to the discontinuation of
accumulation of benefits 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
prior to 1994 that provided the highest average compensation.
As of December 31, 1997 Mr. Weaver would be eligible to receive annual
benefits of approximately $11,000 upon retirement at age 65.
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, and Mr. Blake,
who is Vice President, Chief Financial Officer and Secretary, 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 FBA
or its subsidiary banks 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 longterm 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 wellqualified executives who will be capable of contributing to
the success of FBA.
The paramount objective of FBA is building the longterm 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,
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economically viable acquisitions of other financial institutions. Consequently,
the compensation of executives should be structured to attract individuals
capable of 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 FBA'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 Common Stock. The Committee also
evaluates each officer's areas of responsibility and the Company's
performance in those areas. Finally, FBA 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.
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.
Prior to 1996, FBA had experienced financial difficulties which limited
its success in accomplishing the Company's objectives. Recognizing the need
to improve operating results, the Committee reviewed its compensation and
benefit programs, concurrent with management's overall review of the
organizational structure. The Committee concluded that the expenses
associated with certain employee benefits were not commensurate with the
benefit received by FBA. Specifically, the accumulation of benefits under
FBA's pension plan and contributions for coverage of new retirees under the
FBA post-retirement health care and life insurance plans were discontinued.
Along with the need to improve operating results, the Company evaluated
its management structure, recognizing the additional management resources
available from First Banks. This evaluation resulted in a realignment of
FBA's executive officers; two of the three current executive officers,
Messrs. Dierberg and Blake, do not receive any compensation from FBA (see
"COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION").
The Committee reviewed the performance of FBA for 1997 relative to its
net income,
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earnings per share, external growth, business development and asset quality.
The Committee determined that improvement had been achieved in these areas, and
that significant inroads were achieved in 1997 in enhancing FBA's banking
franchises and its prospects for progressive and profitable growth. As a
result, the Committee concluded that an increase in Mr. Weaver's base
compensation was warranted and that a bonus comparable to that awarded in the
prior year was appropriate.
COMPENSATION OF CHIEF EXECUTIVE OFFICER. As noted above, Mr. Dierberg,
the Chief Executive Officer of FBA, does not receive any compensation from
FBA, BankTEXAS or First Bank of California. 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, LAVEZZO, STORY,
TURKCAN AND WILLIAMS.
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. Mr. Blake was
also a director and executive officer of First Commercial Bancorp prior to
its merger into FBA in February, 1998. First Banks does not have a
compensation committee, but its board of directors performs the functions of
such a committee. Except for the foregoing, no executive officer of FBA
served during 1997 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.
First Banks provides management services to FBA and the Subsidiary
Banks. Management services are provided under a management fee agreement
whereby FBA compensates First Banks on an hourly basis for its use of
personnel for various functions including internal audit, loan review, income
tax preparation and assistance, accounting, asset/liability and investment
services, loan servicing and other management and administrative services.
Fees paid under this agreement were $931,000 and $687,000 for the years ended
December 31, 1997 and 1996, respectively. The fees paid for management
services are at least as favorable as could have been obtained from an
unaffiliated third party.
Because of the affiliation with First Banks and the geographic
proximity of certain of their offices, FBA shares the cost of certain
personnel and services used by FBA and First Banks. This includes the
salaries and benefits of certain loan and administrative personnel. The
allocation of the shares costs are charged and/or credited under the terms of
cost sharing agreements entered into during 1997. Because this involves
distributing essentially fixed costs over a larger asset base, it allows each
bank to receive the benefit of personnel and services at a reduced cost.
Fees
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paid under these agreements were $383,000 for the year ended December 31, 1997.
Effective April 1, 1997, First Services L.P., a limited partnership
indirectly owned by FBA's Chairman and his children through its general
partners and limited partners, began providing data processing and various
related services to FBA under the terms of data processing agreements.
Previously, these services were provided by a subsidiary of First Banks.
Fees paid under these agreements were $643,000 and $311,000 for the years
ended December 31, 1997 and 1996, respectively. The fees paid for data
processing services are at least as favorable as could have been obtained
from an unaffiliated third party.
The Subsidiary Banks participate in loans with other bank affiliates of
First Banks; as of March 31, 1998, $62.8 million of purchased loan
participations and $74.0 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.
FBA borrows funds from First Banks pursuant to a revolving promissory
note; as of March 31, 1998, the balance of that note was $13.5 million.
SECTION 16(a) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE
Section 16(a) of 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 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, 1997 all executive officers, directors and ten percent
beneficial owners complied with the applicable filing requirements.
INDEPENDENT AUDITORS
KPMG Peat Marwick LLP ("Peat Marwick") served as independent public
accountant for the year ended December 31, 1997 and has been selected by the
Board of Directors to serve for the current year. 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.
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STOCKHOLDER PROPOSALS
Pursuant to Rule 14a8 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 1999 Annual Meeting of Stockholders, stockholder proposals must have
been received by FBA not later than February 1, 1999 and must otherwise
comply with the requirements of Rule 14a8 and with the Company's By-laws.
By Order of the Board of Directors,
Clayton, Missouri ALLEN H. BLAKE
June 3, 1998 Secretary
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THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PROXY
FIRST BANKS AMERICA, INC.
ANNUAL MEETING OF STOCKHOLDERS--JUNE 25, 1998
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 June 25, 1998, 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> 19
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COMMON
1. Election of Directors
FOR AGAINST WITHHOLD
all all all
nominees nominees nominees
/ / / / / /
NOMINEES: Allen H. Blake, Charles A. Crocco, Jr., James F. Dierberg, Albert M.
Lavezzo, Edward T. Story, Jr., Mark T. Turkcan, Donald W. Williams
INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name below:
- --------------------------------------------------------------------
2. In their discretion, upon any other matters which may properly come before
the meeting or any adjournments thereof, hereby revoking any proxy heretofore
given by the undersigned for such meeting.
- --------------------------------------------------------------------
Signature
- --------------------------------------------------------------------
Signature if owned jointly
Date:
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APPENDIX
Page 10 of the printed Proxy Statement contains a 5-Year Cumulative
Total Return Graph. The information contained in the graph is set forth
in the table following the graph.
