AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 3, 1999.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2 )
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First Banks America, Inc.
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(Name of Issuer)
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Class A Common Stock $0.15 Par Value
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(Title of Class of Securities)
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31928N 10 3
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(CUSIP Number)
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Allen H. Blake, Executive Vice President
First Banks, Inc.
11901 Olive Boulevard, St. Louis, MO 63141
(314) 995-8700
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
January 4, 1999
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(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 (20) PAGES.
<PAGE>
SCHEDULE 13D
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CUSIP NO. 31928N 10 3 Page 2 of 20 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 OF A 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) OR 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
MISSOURI
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NUMBER OF 7 SOLE VOTING POWER
1,895,894 COMMON STOCK
SHARES 2,500,000 CLASS B COMMON STOCK
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY NONE
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EACH 9 SOLE DISPOSITIVE POWER
1,895,894 COMMON STOCK
REPORTING 2,500,000 CLASS B COMMON STOCK
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PERSON 10 SHARED DISPOSITIVE POWER
WITH NONE
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,395,894 (Includes Common Stock and Class B Common Stock)
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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)
76.84% of all voting stock
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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 Common Stock, par value $0.15 per share (the
"Common Stock"), and Class B Common Stock, par value $0.15 per share (the "Class
B Stock") issued by First Banks America, Inc., a Delaware corporation ("FBA"),
whose principal executive offices are located at 135 N. Meramec, Clayton,
Missouri 63105.
The statement on Schedule 13D filed by the reporting person on
September 14, 1994, as previously amended, 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),The Michael J. Dierberg Irrevocable Trust, dated
May 1, 1998 (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 Mrs. Ellen Dierberg Schepman are their adult 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 Operating Officer,
Chief Financial Officer and Secretary
John A. Schreiber Executive Vice President and Chief Lending Officer
Donald W. Williams Executive Vice President and Chief Credit Officer
Mark T. Turkcan Executive Vice President, Retail and Mortgag
Banking
Thomas A. Bangert Senior Vice President - Chief Operations Officer
Larry J. Brost Senior Vice President and Controller
Donald Gunn, Jr. Director
George Markos Director
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 2O, and is incorporated herein by reference.
The information disclosed in Exhibits 2A through 2O is included
pursuant to General Instruction C to Schedule 13D.
<PAGE>
Item 3. Source and Amount of Funds or Other Consideration
On January 4, 1999, First Banks filed a Schedule 14D-1 with the
Securities and Exchange Commission and commended a tender offer for up to
400,000 shares of Common Stock, upon the terms and subject to the conditions set
forth in the Offer to Purchase dated January 4, 1999 and in the related Letter
of Transmittal, which together with the Supplement (defined below) constitute
the "Offer." First Banks is the majority stockholder of FBA; as of December 31,
1999, First Banks was the owner of 1,895,894 shares of Common Stock and
2,500,000 shares of Class B Stock, which collectively represented approximately
76.84% of the outstanding voting stock of FBA.
Reference is made to Item 8 of the Offer to Purchase, which is
incorporated by reference herein, for information concerning the source and
amount of funds to be used to consummate the tender offer, subject to the
assumptions stated therein.
On February 1, 1999, First Banks amended the offer to set a fixed
purchase price of $21.00 for shares tendered and accepted for payment; at the
same time, the expiration of the Offer was extended until 5:00 p.m. New York
City time on February 17, 1999. The revised terms of the Offer are set forth in
a Supplement dated February 1, 1999 (the "Supplement") to the Offer to Purchase,
which is incorporated by reference herein.
On December 1, 1998, First Banks exercised its rights to convert the
principal and accrued interest on a debenture of FBA (the "Debenture") into
629,557 shares of Common Stock.
Item 4. Purpose of Transaction
The principal purpose of First Banks in conducting the tender offer
referred to above and in converting the debenture is to increase its ownership
to more than 80% of the outstanding Common Stock and Class B Stock of FBA.
Additional information concerning the purpose of the tender offer is set forth
in Item 2 of the Offer to Purchase and is incorporated by reference herein.
Item 5. Interest in Securities of the Issuer
(a) See the information set forth in Item 3 regarding the aggregate
number and percentage of the classes of securities beneficially
owned by First Banks.
(b) First Banks has the sole power to vote and to dispose of the securities of
FBA referred to herein
(c)-(e) Not applicable
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
No amendment with respect to this item.
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Item 7. Material to Be Filed as Exhibits
Exhibits 2A through 2O -Information required by Item 2 with respect to
First Banks, the Dierberg family and the other persons identified in Item 2.
Exhibit 3.1 Offer to Purchase dated January 4, 1999--incorporated by
reference to Exhibit (a)(1) to the Schedule 14D-1 filed by First Banks, Inc. on
January 4, 1999.
Exhibit 3.2 Supplement dated February 1, 1999 to the Offer to
Purchase--incorporated by reference to Exhibit (a)(7) to the Amendment to
Schedule 14d-1 filed by First Banks, Inc. on February 1, 1999.
Exhibit 3.3 Secured Credit Agreement, dated August 25, 1998, among
First Banks, Inc. and a group of unaffiliated banks-incorporated by reference to
Exhibit (b)(1) to the Schedule 14D-1 filed by First Banks, Inc. on January 4,
1999.
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: February 3, 1999 By: /s/ Allen H. Blake
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Allen H. Blake
Executive Vice President
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Exhibit 2A
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FIRST BANKS, INC.
State or Other Place of Organization: Missouri
Principal Business: Bank Holding Company
Address of Principal Business: 135 North Meramec
Clayton, Missouri 63105
Address of Principal Office: 135 North Meramec
Clayton, Missouri 63105
Criminal Proceedings During Last 5 Years: None
Civil Proceedings During Last 5 Years: None
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Exhibit 2B
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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.
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Exhibit 2C
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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
Criminal Proceedings During Last 5 Years: None
Civil Proceedings During Last 5 Years: None
Citizenship: U.S.A.
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Exhibit 2D
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JAMES F. DIERBERG II
Residence or Business Address: 39 Glen Eagles Drive
St. Louis, Missouri 63124
Principal Occupation or Employment: Attorney at Law
Criminal Proceedings During Last 5 Years: None
Civil Proceedings During Last 5 Years: None
Citizenship: U.S.A.
<PAGE>
Exhibit 2E
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MICHAEL JAMES DIERBERG
Residence or Business Address: 225 East Street, S.E.
Washington, DC 20003
Principal Occupation or Employment: Attorney at Law
Criminal Proceedings During Last 5 Years: None
Civil Proceedings During Last 5 Years: None
Citizenship: U.S.A.
<PAGE>
Exhibit 2F
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ELLEN DIERBERG SCHEPMAN
Residence or Business Address: 1000 Taraval
San Francisco, CA 94116
Principal Occupation or Employment: Marketing
Criminal Proceedings During Last 5 Years: None
Civil Proceedings During Last 5 Years: None
Citizenship: U.S.A.
<PAGE>
Exhibit 2G
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FIRST BANK (Co-Trustee of First Trust)
State or Other Place of Organization: Missouri
Principal Business: Banking
Address of Principal Business: 11901 Olive Blvd.
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
<PAGE>
Exhibit 2H
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ALLEN H. BLAKE (Executive Vice President, Chief Operating Officer, 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
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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
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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
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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
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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
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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
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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
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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.
