Securities and Exchange Commission
Washington, D.C. 20549
Schedule 14D-1
Tender Offer Statement
(Amendment No. 1)
(Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934)
FIRST BANKS AMERICA, INC.
-------------------------
(Name of Subject Company)
FIRST BANKS, INC.
-----------------
(Bidder)
Common Stock
------------
(Title of Class of Securities)
31928N-10-3
-----------
(CUSIP Number of Class of Securities)
Allen H. Blake
Chief Operating Officer Copies to:
First Banks, Inc.
11901 Olive Boulevard John S. Daniels
Creve Coeur, Missouri 63141 Attorney at Law
(314) 692-6317 7502 Greenville Avenue
-------------- Suite 500
(Name, Address and Telephone Number Dallas, Texas 75231
of Person Authorized to Receive
Notices (214) 890-4002
and Communications on Behalf of Person(s)
Filing Statement)
Calculation of Filing Fee
Transaction Valuation* Amount of Filing Fee
$8,400,000.00 $1,680.00
*Calculated solely for the purpose of determining the filing fee, based on the
purchase of 400,000 shares of common stock at a price of $21.00 per share.
[ X ] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
Amount Previously Paid: $1,680.00
Form or Registration No: First Banks, Inc.
Filing Party: Schedule 14D-1 (File No. 5-19190)
Date Filed: January 4, 1999
<PAGE>
First Banks, Inc. ("the Offeror") hereby amends and supplements its
Tender Offer Statement on Schedule 14d-1 (the "Schedule 14D-1") originally filed
on January 4, 1999, with respect to the Offeror's offer to purchase up to
400,000 shares of common stock, $.15 par value per share (the "Shares"), of
First Banks America, Inc. ("FBA"). The offer is made pursuant to a Supplement
dated February 1, 1999 (the "Supplement"), a copy of which is attached as
Exhibit (a)(7) hereto, to the Offer to Purchase dated January 4, 1999 (the
"Offer to Purchase"). Capitalized terms used but not defined herein have the
meanings ascribed to such terms in the Supplement, the Offer to Purchase and the
Schedule 14D-1.
Item 1. Security and Subject Company.
Item 1(b) of the Schedule 14D-1 is hereby amended and supplemented as
follows:
The information set forth in the Introduction and in Sections
1 and 2 of the Supplement is incorporated herein by reference. If under
any circumstances the Offeror were to purchase more than 400,000 Shares
pursuant to the Offer, it would do so in compliance with all notice,
filing and extension requirements as appropriate.
Item 1(c) of the Schedule 14D-1 is hereby amended and supplemented as
follows:
The information set forth in Section 4 of the Supplement is
incorporated herein by reference.
Item 10. Additional Information.
The information in Section 4 of the Offer to Purchase is amended and
supplemented as follows:
The information set forth in Section 3 of the Supplement is
incorporated by reference herein.
The information in Section 6 of the Offer to Purchase is amended and
supplemented as follows:
The Offeror will not accept shares for payment unless all
conditions to the Offer have been satisfied or waived by the Offeror
prior to the Expiration Date. Notwithstanding references in such
Section 6 to the "sole judgment" or "sole discretion" of the Offeror,
all determinations regarding the waiver or satisfaction of conditions
of the Offer will be based upon, and limited by, an objective standard
of reasonable judgment of the Offeror in light of the applicable facts
and circumstances.
Item 11. Material to be filed as Exhibits.
Item 11 of the Schedule 14D-1 is hereby amended and supplemented by
adding the following exhibits:
(a)(7) Supplement to the Offer to Purchase, dated February 1, 1999.
<PAGE>
(a)(8) Form of revised Letter of Transmittal.
(a)(9) Form of revised Notice of Guaranteed Delivery.
(a)(10) Form of revised letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and other Nominees.
(a)(11) Form of revised letter to FBA stockholders from James F.
Dierberg, Chief Executive Officer of the Offeror.
(a)(12) Text of Press Release issued by the Offeror, dated January 29,
1999.
After due 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.
Dated: February 1, 1999 FIRST BANKS, INC.
/s/ James F. Dierberg
---------------------
James F. Dierberg
Chairman of the Board, President
and Chief Executive Officer
<PAGE>
EXHIBIT INDEX
(a)(7) Supplement to the Offer to Purchase, dated February 1, 1999.
(a)(8) Form of revised Letter of Transmittal.
(a)(9) Form of revised Notice of Guaranteed Delivery.
(a)(10) Form of revised letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and other Nominees.
(a)(11) Form of revised letter to FBA stockholders from James F.
Dierberg, Chief Executive Officer of the Offeror.
(a)(12) Text of Press Release issued by the Offeror, dated January 29,
1999.
<PAGE>
Exhibit (a)(7)
SUPPLEMENT TO THE OFFER TO PURCHASE FOR CASH
UP TO 400,000 SHARES OF COMMON STOCK OF
FIRST BANKS AMERICA, INC.
BY FIRST BANKS, INC.
AT A FIXED PURCHASE PRICE
OF $21.00 NET PER SHARE
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT
5:00 P.M. NEW YORK CITY TIME ON WEDNESDAY, FEBRUARY 17, 1999,
UNLESS THE OFFER IS EXTENDED.
First Banks, Inc., a Missouri corporation (the "Offeror"), is amending
the previously announced offer to purchase up to 400,000 shares of Common Stock,
par value $.15 per share, from the stockholders of the Offeror's majority-owned
subsidiary, First Banks America, Inc., a Delaware corporation ("FBA"). As
amended, the Offeror invites tenders of Shares at the fixed price of $21.00 per
share, net to the seller in cash (the "Purchase Price").
A stockholder who has previously tendered Shares and who has not
withdrawn such Shares, has validly tendered the Shares for the purpose of the
Offer, as amended, and need not take any further action if he or she desires to
sell such Shares at the Purchase Price.
Except as otherwise set forth in this Supplement and in the GREEN
Letter of Transmittal distributed with this Supplement, the terms and conditions
previously set forth in the Offer to Purchase remain applicable in all respects,
and this Supplement should be read in conjunction with the Offer to Purchase.
Unless the context requires otherwise, terms defined in the Offer to Purchase
and not defined herein shall have the meanings ascribed to them in the Offer to
Purchase.
<PAGE>
IMPORTANT
Any stockholder wishing to tender all or any part of his or her Shares
should either:
(a) complete and sign the GREEN Letter of Transmittal (or a
facsimile thereof) in accordance with the instructions in the
Letter of Transmittal, and (1) either mail or deliver it with
any required signature guarantee and any other required
documents to ChaseMellon Shareholder Services, L.L.C. (the
"Depositary"), and either mail or deliver the stock
certificate(s) for such Shares to the Depositary (with all
such other documents), or (2) tender such Shares pursuant to
the procedure for book-entry tender set forth in Section 3 of
the Offer to Purchase, or
(b) request a broker, dealer, commercial bank, trust company or
other nominee to deliver certificates on behalf of such
stockholder.
Holders of Shares registered in the name of a broker, dealer,
commercial bank, trust company or other nominee should contact the registered
owner if they desire to tender their Shares. Any stockholder who desires to
tender Shares and whose certificates for such Shares cannot be delivered to the
Depositary, who cannot comply with the procedure for book-entry transfer, or
whose other required documents cannot be delivered to the Depositary, in any
case by the expiration of the Offer, must tender such Shares pursuant to the
guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase.
Questions and requests for assistance or for additional copies of this
Supplement, the Offer to Purchase, the GREEN Letter of Transmittal or the Notice
of Guaranteed Delivery may be directed to the Information Agent at its address
and telephone number set forth on the back cover of the Offer to Purchase and of
this Supplement.
Neither FBA nor its Board of Directors has authorized any person to
make any recommendation on behalf of FBA or its Board of Directors as to whether
stockholders should tender or refrain from tendering shares pursuant to the
Offer.
February 1, 1999
<PAGE>
TABLE OF CONTENTS
PAGE
Introduction................................................................ 4
The Amended Offer........................................................... 4
1. Amended Terms of the Offer............................................... 4
2. Procedures for Tendering Shares.......................................... 5
3. Withdrawal Rights........................................................ 5
4. Price Range of Shares; Dividends......................................... 6
5. Miscellaneous............................................................ 6
<PAGE>
To the Holders of Common Stock of First Banks America, Inc.:
INTRODUCTION
The following information amends and supplements the Offer to Purchase
dated January 4, 1999 (the "Offer to Purchase") of First Banks, Inc., a Missouri
corporation (the "Offeror"), wherein the Offeror invited stockholders of First
Banks America, Inc., a Delaware corporation ("FBA"), to tender shares of FBA's
$.15 par value Common Stock (the "Shares") to the Offeror. The Offeror has
determined a fixed price ($21.00) at which Shares may be tendered, rather than a
range of prices as contemplated in the Offer to Purchase.
Procedures for tendering shares are set forth in Section 3 of this
Supplement and Section 3 of the Offer to Purchase. Tendering stockholders will
not be obligated to pay brokerage fees or commissions or, except as set forth in
Instruction 6 of the GREEN Letter of Transmittal, transfer taxes on the purchase
of Shares pursuant to the Offer. However, any tendering stockholder or other
payee who fails to complete and sign the Substitute Form W-9 that is included in
the Letter of Transmittal may be subject to a required backup federal income tax
withholding of 31% after gross proceeds payable to such stockholder or other
payee pursuant to the Offer. See Section 3 of the Offer to Purchase.
Section 3 of this Supplement provides specific instructions for FBA
stockholders who have previously tendered Shares pursuant to the Offer to
Purchase and have not withdrawn such Shares. The steps such stockholders should
take depend upon the prices at which any previous tenders were made and the
stockholder's current intention.
The Offer to Purchase and the revised GREEN Letter of Transmittal
contain important information which should be read in conjunction with this
Supplement, and FBA stockholders are encouraged to review those materials in
full prior to making a decision regarding the Offer.
<PAGE>
THE AMENDED OFFER
1. Amended Terms of the Offer
The Introduction section of the Offer to Purchase and Sections 1, 2, 5
and 8 of the Offer to Purchase are amended and supplemented as follows:
The Offer to Purchase contemplated a type of offer known as a "Modified
Dutch Auction," in which FBA stockholders were to designate a range of prices at
which to tender Shares; at the conclusion of the Offer, the Offeror would have
selected a single price at which all of the Shares tendered and not withdrawn
would be purchased.
As amended by this Supplement, the Offeror has set the Purchase Price
at which all of the Shares are to be tendered, rather than requesting that
tendering stockholders select from a range of prices. Accordingly, FBA
<PAGE>
stockholders are not required and may not designate a price at which their
Shares are being tendered. The Offeror will accept for payment and pay the
Purchase Price for all Shares validly tendered prior to the Expiration Date (as
defined herein) in accordance with Section 3 of the Offer to Purchase (including
Shares tendered in which the stockholder specified a purchase price at or below
the fixed purchase price), unless such Shares are subsequently withdrawn in
accordance with Section 3 of the Offer to Purchase. The term "Expiration Date"
is amended to mean 5:00 p.m. New York City time on Wednesday, February 17, 1999
unless and until the Offeror shall have extended the period of time during which
the Offer is open, in which event the term "Expiration Date" shall mean the
latest time and date at which the Offer, as so extended, shall expire. See
Section 14 of the Offer to Purchase regarding extensions of the Offer by the
Offeror.
The Offer remains subject to the conditions described in the Offer to
Purchase.
References in Sections 1, 2, 5 and 8 of the Offer to Purchase to the
range of prices at which Shares could be tendered are amended to refer to the
Purchase Price.
2. Procedures for Tendering Shares
Section 3 of the Offer to Purchase is amended and supplemented as
follows:
The description in Section 3 of the Offer to Purchase of the process by
which FBA stockholders may select a price at which Shares are tendered, or
alternatively elect to have the per Share price determined by the Offeror
pursuant to the procedures set forth in that description, are not applicable,
due to the amendment of the Offer as described in Section 1 of this Supplement.
Accordingly, stockholders submitting a completed copy of the enclosed GREEN
Letter of Transmittal need not select a price at which they choose to tender
their Shares, and all Shares accepted in the Offer will be purchased at the
Purchase Price.
A stockholder who has previously tendered Shares and who has not
withdrawn such Shares, has validly tendered the Shares for the purpose of the
Offer, as amended, and need not take any further action if he or she desires to
sell such Shares at the Purchase Price.
3. Withdrawal Rights
Section 4 of the Offer to Purchase is amended and supplemented as
follows:
The reference to the time after which Shares may be withdrawn, unless
theretofore accepted for payment by the Offeror pursuant to the Offer, is
amended to 5:00 p.m. New York City time on Friday, March 5, 1999.
<PAGE>
4. Price Range of Shares; Dividends
Section 7 of the Offer to Purchase is amended and supplemented as
follows:
The high and low per Share sales prices on the NYSE during the fourth
quarter of the year ended December 31, 1998 were $16.75 and $19.50,
respectively, and during the first quarter of 1999 (through January 28, 1999)
were $19.25 and $19.81, respectively. Stockholders are again urged to obtain
current market quotations for the Shares.
5. Miscellaneous
Section 16 of the Offer to Purchase is amended and supplemented as
follows:
Pursuant to rules and regulations under the Exchange Act, the Offeror
has filed with the Commission an amendment to the Tender Offer Statement on
Schedule 14D-1 which contains additional information with respect to the Offer,
and the Offeror may in the future file further amendments. The Tender Offer
Statement, including the exhibits and any amendments thereto, may be examined,
and copies may be obtained, at the same places and in the same manner as is set
forth in Section 9 of the Offer to Purchase (except that the amendments may not
be available at the regional offices of the Commission).
Except as modified by this Supplement, the terms and conditions in the
Offer to Purchase remain applicable in all respects, and this Supplement should
be read in conjunction with the Offer to Purchase and the GREEN Letter of
Transmittal.
<PAGE>
No person has been authorized to give any information or make any
representation on behalf of the Offeror in connection with the Offer other than
those contained in the Offer to Purchase, this Supplement or in the Letter of
Transmittal. If given or made, such information or representation must not be
relied upon as having been authorized by the Offeror.
FIRST BANKS, INC.
February 1, 1999
<PAGE>
The GREEN Letter of Transmittal, certificates for Shares and any other
required documents should be sent or delivered by each stockholder or such
stockholder's broker, dealer, commercial bank, trust company or nominee to the
Depositary at one of its addresses set forth below. Facsimile copies of the
Notice of Guaranteed Delivery but not the Letter of Transmittal will be accepted
from Eligible Institutions.
The Depositary for the Offer is:
ChaseMellon Shareholder Services, L.L.C.
By Mail By Facsimile: By Hand:
P.O. Box 3301 (201) 296-4293 120 Broadway
South Hackensack, NJ 07606 13th Floor
New York, NY 10271
Facsimile confirmation number (for
eligible institutions only):
(201) 296-4860
By Overnight Delivery:
85 Challenger Road
Mail Drop Reorg
Ridgefield Park, NJ 07660
Attn: Reorganization Dept.
Any questions or requests for assistance or additional copies of the
Offer to Purchase, the Supplement, the Letter of Transmittal or the Notice of
Guaranteed Delivery may be directed to the Information Agent at the telephone
numbers and locations listed below. Stockholders may also contact their broker,
dealer, commercial bank, trust company or nominee for assistance concerning the
Offer. To confirm delivery of Shares, stockholders are directed to contact the
Depositary.
The Information Agent for the Offer is:
BEACON HILL PARTNERS, INC.
90 Broad Street
New York, NY 10004
(212) 843-8500 (call collect)
or (800) 792-2829 (toll-free)
February 1, 1999
<PAGE>
Exhibit (a)(8)
Letter of Transmittal
To Tender Shares of Common Stock of
First Banks America, Inc.
To
First Banks, Inc.
at
$21.00 Net Per Share
Pursuant to the Offer to Purchase dated January 4, 1999
and the Supplement thereto dated February 1, 1999
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW
YORK CITY TIME, ON WEDNESDAY, FEBRUARY 17, 1999, UNLESS THE OFFER IS EXTENDED.
The Depositary for the Offer is:
ChaseMellon Shareholder Services, L.L.C.
By Mail: By Overnight Delivery: By Hand:
Reorganization Department Reorganization Department Reorganization Department
P.O. Box 3301 85 Challenger Road 120 Broadway, 13th Floor
South Hackensack, NJ 07606 Mail Drop--Reorg New York, NY 10271
Ridgefield Park, NJ 07660
By Facsimile Transmission: Confirm Facsimile by Telephone only:
(for eligible institutions only) (201) 296-4860
(201) 296-4293
Delivery of this instrument to an address other than as set forth above
will not constitute a valid delivery. Delivery to the Offeror will not be
forwarded to the Depositary and therefore will not constitute valid delivery.
Deliveries to book-entry transfer facilities will not constitute valid delivery
to the Depositary.
This revised Letter of Transmittal is to be used only if certificates
are to be forwarded herewith or if delivery of Shares (as defined below) is to
be made by book-entry transfer to the Depositary's account at The Depository
Trust Company ("DTC") pursuant to the procedures set forth in Section 3 of the
Offer to Purchase (as defined below).
Stockholders who cannot deliver their Share certificates and any other
required documents to the Depositary by the Expiration Date (as defined in the
Offer to Purchase and the Supplement thereto dated February 1, 1999) must tender
their Shares using the guaranteed delivery procedure set forth in Section 3 of
the Offer to Purchase. See Instruction 2.
<TABLE>
<CAPTION>
DESCRIPTION OF SHARES TENDERED
(SEE INSTRUCTIONS 3 AND 4)
- -------------------------------------------------------------- ------------------------------------------------------
Name(s) and Address(es) of Registered Holder(s) Shares Tendered
(Please fill in, if blank, exactly as name(s) appear(s) on (Attach additional signed list if necessary)
certificate(s)
- -------------------------------------------------------------- ------------------------------------------------------
----------------- -------------------- -----------------
<S> <C> <C> <C>
Total Number
Share of Shares Number of
Certificate Represented By Shares
Number(s)(1) Certificate(s) Tendered(2)
----------------- -------------------- -----------------
----------------- -------------------- -----------------
----------------- -------------------- -----------------
----------------- -------------------- -----------------
----------------- -------------------- -----------------
----------------- -------------------- -----------------
----------------- -------------------- -----------------
----------------- -------------------- -----------------
----------------- -------------------- -----------------
----------------- -------------------- -----------------
----------------- -------------------- -----------------
----------------- -------------------- -----------------
----------------- -------------------- -----------------
- ---------------------------------------------------------------------------------------------------------------------
Total Shares........................
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
- --------------------------------------------------------------------------------
Indicate in this box the order (by certificate number) in which Shares are to be
purchased in the event of proration.(3) (Attach additional signed list if
necessary.) See Instruction 12.
1st: 2nd: 3rd: 4th: 5th:
- --------------------------------------------------------------------------------
(1) Need not be completed by stockholders tendering Shares by book-entr
transfer.
(2) Unless otherwise indicated, it will be assumed that all Shares
represented by each Share certificate delivered to the Depositary are
being tendered hereby. See Instruction 4.
(3) If you do not designate an order, then in the event less than all
Shares tendered are purchased due to proration, Shares will be selected
for purchase by the Depositary. See Instruction 12.
NOTE: SIGNATURES MUST BE PROVIDED BELOW. PLEASE READ THE ACCOMPANYING
INSTRUCTIONS CAREFULLY.
Check here if you cannot locate your certificates and require
assistance in replacing them. Upon receipt of this Letter of
Transmittal, the Depositary will contact you directly with replacement
instructions.
(BOXES BELOW FOR USE BY ELIGIBLE INSTITUTIONS ONLY)
CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER TO THE DEPOSITARY'S ACCOUNT AT THE DTC AND COMPLETE THE
FOLLOWING:
Name of Tendering Institution:
----------------------------------------
Account No.:
----------------------------------------
Transaction Code No.:
CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE
OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE
THE FOLLOWING:
Name(s) of Registered Holder(s):
----------------------------------------
Date of Execution of Notice of Guaranteed Delivery:
-------------------
Name of Institution that Guaranteed Delivery:
-------------------------
If delivery is by book-entry transfer:
Name of Tendering Institution:
----------------------------------------
Account No:
-----------------------------------------------------------
Transaction Code No.:
-------------------------------------------------
Ladies and Gentlemen:
The undersigned hereby tenders to First Banks, Inc., a Missouri
corporation (the "Offeror"), the above-described shares of common stock of First
Banks America, Inc., a Delaware corporation ("FBA"), par value $.15 per share
(the "Shares"), pursuant to the Offeror's offer to purchase up to 400,000 Shares
at a price per Share hereinabove set forth, net to the seller in cash, upon the
terms and subject to the conditions set forth in the Offer to Purchase, dated
January 4, 1999 (the "Offer to Purchase"), as amended and supplemented by the
Supplement thereto dated February 1, 1999 (the "Supplement"), receipt of which
are hereby acknowledged, and in this revised Letter of Transmittal (which
together constitute the "Offer").
<PAGE>
Subject to, and effective upon, acceptance for payment of and payment
for the Shares tendered herewith in accordance with the terms and subject to the
conditions of the Offer (including, if the Offer is extended or amended, the
terms and conditions of any such extension or amendment), the undersigned hereby
sells, assigns and transfers to, or upon the order of, the Offeror all right,
title and interest in and to all the Shares that are being tendered hereby and
orders the registration of all such Shares tendered by book-entry transfer that
are purchased pursuant to the Offer or upon the order of the Offeror and
constitutes and appoints the Depositary as the true and lawful agent and
attorney-in-fact of the undersigned with respect to such Shares, with full power
of substitution (such power of attorney being deemed to be an irrevocable power
coupled with an interest), to (i) deliver certificates for such Shares, or
transfer ownership of such Shares on the account books maintained by the DTC,
together with all accompanying evidences of transfer and authenticity, to or
upon the order of the Offeror upon receipt by the Depositary, as the
undersigned's agent, of the purchase price with respect to such Shares, (ii)
present certificates for such Shares for cancellation and transfer on the books
of FBA and (iii) receive all benefits and otherwise exercise all rights of
beneficial ownership of such Shares, all in accordance with the terms of the
Offer.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Shares
tendered hereby and that, when and to the extent the same are accepted for
payment by the Offeror, the Offeror will acquire good, marketable and
unencumbered title thereto, free and clear of all security interests, liens,
restrictions, charges, encumbrances, conditional sales agreements and other
obligations relating to the sale or transfer thereof, and the same will not be
subject to any adverse claims. The undersigned will, upon request, execute and
deliver any additional documents deemed by the Depositary or the Offeror to be
necessary or desirable to complete the sale, assignment and transfer of the
Shares tendered hereby.
The undersigned has read and agrees to all of the terms of the Offer.
All authority herein conferred or agreed to be conferred shall not be affected
by, and shall survive the death or incapacity of, the undersigned, and any
obligation of the undersigned hereunder shall be binding upon the heirs,
personal representatives, successors and assigns of the undersigned. Except as
stated in the Offer, this tender is irrevocable.
The undersigned understands that tenders of Shares pursuant to any one
of the procedures described in Section 3 of the Offer to Purchase and in the
instructions hereto will constitute the undersigned's acceptance of the terms
and conditions of the Offer, including the undersigned's representation and
warranty that (i) the undersigned has a net long position in the Shares or
equivalent securities being tendered, within the meaning of Rule 14e-4
promulgated under the Securities Exchange Act of 1934, as amended, and (ii) the
tender of such Shares complies with Rule 14e-4. The Offeror's acceptance for
payment of Shares tendered pursuant to the Offer will constitute a binding
agreement between the undersigned and the Offeror upon the terms and subject to
the conditions of the Offer. The undersigned acknowledges that no interest will
be paid on the purchase price for tendered Shares regardless of any extension of
the Offer or any delay in making payment.
<PAGE>
The undersigned recognizes that, under certain circumstances set forth
in the Offer to Purchase, the Offeror may terminate or amend the Offer or may
postpone the acceptance for payment of, or the payment for, Shares tendered or
may not be required to purchase any of the Shares tendered hereby or may accept
for payment fewer than all of the Shares tendered hereby.
Unless otherwise indicated under "Special Payment Instructions," please
issue the check for the purchase price of any Shares purchased, and/or return
any Shares not tendered or not purchased, in the name(s) of the undersigned
(and, in the case of Shares tendered by book-entry transfer, by credit to the
account at the applicable Book-Entry Transfer Facility). Similarly, unless
otherwise indicated under "Special Delivery Instructions," please mail the check
for the purchase price of any Shares purchased and/or any certificates for
Shares not tendered or not purchased (and accompanying documents, as
appropriate) to the undersigned at the address shown below the undersigned's
signature(s). In the event that both "Special Payment Instructions" and "Special
Delivery Instructions" are completed, please issue the check for the purchase
price of any Shares purchased and/or return any Shares not tendered or not
purchased in the name(s) of, and mail said check and/or any certificates to, the
person(s) so indicated. The undersigned recognizes that neither the Offeror nor
FBA has an obligation, pursuant to the "Special Payment Instructions", to
transfer any Shares from the name of the registered holder(s) thereof if the
Offeror does not accept for payment any of the Shares so tendered.
<TABLE>
<CAPTION>
All capitalized terms used herein and not defined shall have the
meaning ascribed to them in the Offer to Purchase and the Supplement.
- -------------------------------------------------------- -------------------------------------------------------
SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 5, 6 and 7) (See Instructions 1, 5, 6 and 7)
To be completed ONLY if the check for the purchase To be completed ONLY if the check for the purchase
price of Share purchased and/or certificates for price of Shares purchased and/or certificates for Shares
Shares not tendered or not purchased are to be issued not tendered or not purcahsed are to be mailed to someone
in the name of someone other than the undersigned. other than the undersigned or to the undersigned at an
address other than that shown below the undersigned's
signature(s).
<S> <C> <C> <C> <C> <C>
Issue check and/or certificates to:
---- ----
Name MAIL: check and/or certificates to:
------------------------------------------------ ---- ----
(Please Print)
Address Name
---------------------------------------------- ----------------------------------------------------
(Please Print)
---------------------------------------------- Address
(Include Zip code) --------------------------------------------------
---------------------------------------------- --------------------------------------------------
(Tax ID or Social Security No.) (Include Zip Code)
--------------------------------------------------
(Tax ID or Social Security No.)
- -------------------------------------------------------- ----------------------------------------------------------
</TABLE>
<PAGE>
- --------------------------------------------------------------------------------
PLEASE SIGN HERE
(TO BE COMPLETED BY STOCKHOLDER(S))
Signature(s) of Owner(s)
Dated:
-------------------------------------------------------------------------
Name(s):
-----------------------------------------------------------------------
(Please Print)
Capacity (full title):
---------------------------------------------------------
Address:
-----------------------------------------------------------------------
- -------------------------------------------------------------------------------
(Include Zip Code)
Area Code and Telephone No.:
---------------------------------------------------
(Must be signed by registered holder(s) exactly as name(s) appear(s) on
certificate(s) or on a security position listing or by person(s) authorized to
become registered holder(s) by certificates and documents transmitted herewith.
If signature is by a trustee, executor, administrator, guardian,
attorney-in-fact, officer of a corporation or other person acting in a fiduciary
or representative capacity, please provide full title and see Instruction 5.)
GUARANTEE OF SIGNATURE(S)
(See Instructions 1 and 5)
Certain signatures must be guaranteed by an Eligible Institution.
Name of Firm:
------------------------------------------------------------------
Authorized Signature:
----------------------------------------------------------
Name (Please Print):
----------------------------------------------------------
Title:
-------------------------------------------------------------------------
Address:
-----------------------------------------------------------------------
Area Code and Telephone No.:
---------------------------------------------------
Dated:
-------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. Guarantee of Signatures. Except as otherwise provided below, all
signatures on this Letter of Transmittal must be guaranteed by an Eligible
Institution (as defined in the Offer to Purchase). Signatures on this Letter of
Transmittal need not be guaranteed (i) if this Letter of Transmittal is signed
by the registered holder(s) of the Shares (which term, for purposes of this
document, shall include any participant in one of the Book-Entry Transfer
Facilities whose name appears on a security position listing as the owner of
Shares) tendered herewith and such holder(s) have not completed the box entitled
"Special Payment Instructions" or the box entitled "Special Delivery
Instructions" on this Letter of Transmittal or (ii) if such Shares are tendered
for the account of an Eligible Institution. See Instruction 5.
2. Delivery of Letter of Transmittal and Share Certificates. This
Letter of Transmittal is to be used either if certificates are to be forwarded
herewith or if delivery of Shares is to be made by book-entry transfer pursuant
to the procedures set forth in Section 3 of the Offer to Purchase. Certificates
for all physically delivered Shares, or a confirmation of a book-entry transfer
into the Depositary's account at the DTC of all Shares delivered electronically,
as well as a properly completed and duly executed Letter of Transmittal (or
manually signed facsimile thereof) and any other documents required by this
Letter of Transmittal, must be received by the Depositary at one of its
addresses set forth on this Letter of Transmittal on or prior to 5:00 p.m., New
York City time, on the Expiration Date (as defined in the Offer to Purchase and
the Supplement).
Stockholders whose certificates are not immediately available or who
cannot deliver their Shares and all other required documents to the Depositary
on or prior to 5:00 p.m. New York City time on the Expiration Date, or whose
Shares cannot be delivered on a timely basis pursuant to the procedures for
book-entry transfer, may tender their Shares pursuant to the guaranteed delivery
procedure set forth in Section 3 of the Offer to Purchase. Pursuant to such
procedure: (i) such tender must be made by or through an Eligible Institution,
(ii) a properly completed and duly executed Notice of Guaranteed Delivery
substantially in the form provided by the Offeror (with any required signature
guarantees) must be received by the Depositary on or prior to 5:00 p.m. New York
City time on the Expiration Date and (iii) the certificates for all physically
delivered Shares in proper form for transfer by delivery, or a confirmation of a
book-entry transfer into the Depositary's account at the DTC of all Shares
delivered electronically, in each case together with a properly completed and
duly executed Letter of Transmittal (or manually signed facsimile thereof) and
any other documents required by this Letter of Transmittal must be received by
the Depositary within three New York Stock Exchange trading days after the date
of receipt by the Depositary of such Notice of Guaranteed Delivery, all as
provided in Section 3 of the Offer to Purchase.
THE METHOD OF DELIVERY OF SHARES AND ALL OTHER REQUIRED DOCUMENTS,
INCLUDING SHARE CERTIFICATES AND THE LETTER OF TRANSMITTAL, IS AT THE ELECTION
AND RISK OF THE TENDERING STOCKHOLDER, AND THE DELIVERY WILL BE DEEMED MADE ONLY
WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF DELIVERY IS BY MAIL, REGISTERED
MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL
CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE TIMELY DELIVERY.
No alternative or contingent tenders will be accepted. By executing
this Letter of Transmittal (or a facsimile thereof), the tendering stockholder
waives any right to receive any notice of the acceptance for payment of the
Shares.
3. Inadequate Space. If the space provided herein is inadequate, the
certificate numbers and/or the number of Shares should be listed on a separate
signed schedule and attached to this Letter of Transmittal.
<PAGE>
4. Partial Tenders (Not Applicable to Stockholders Who Tender by
Book-Entry Transfer). If fewer than all the Shares represented by any
certificate delivered to the Depositary are to be tendered, fill in the number
of Shares that are to be tendered in the box entitled "Number of Shares
Tendered." In such case, if any tendered Shares are purchased, a new certificate
for the remainder of the Shares represented by the old certificate will be sent
to the person(s) signing this Letter of Transmittal, unless otherwise provided
in the "Special Payment Instructions" or "Special Delivery Instructions" boxes
on this Letter of Transmittal, as promptly as practicable following the
expiration or termination of the Offer. All Shares represented by certificates
delivered to the Depositary will be deemed to have been tendered unless
otherwise indicated.
5. Signatures on Letter of Transmittal; Stock Powers and Endorsements.
If this Letter of Transmittal is signed by the registered holder(s) of the
Shares tendered hereby, the signature(s) must correspond with the name(s) as
written on the face of the certificates without alteration, enlargement or any
change whatsoever. If this Letter of Transmittal is signed by a participant in
DTC whose name is shown as the owner of the Shares tendered hereby, the
signature must correspond with the name shown on the security position listing
as the owner of the Shares.
If any of the Shares hereby tendered is held of record by two or more
persons, all such persons must sign this Letter of Transmittal. If any of the
Shares tendered hereby is registered in different names on different
certificates, it will be necessary to complete, sign and submit as many separate
Letters of Transmittal as there are different registrations of certificates.
If this Letter of Transmittal is signed by the registered holder(s) of
the Shares tendered hereby, no endorsements of certificates or separate stock
powers are required unless payment of the purchase price is to be made to, or
Shares not tendered or not purchased are to be registered in the name of, any
person other than the registered holder(s), in which case the certificate(s)
evidencing the Shares tendered hereby must be endorsed or accompanied by
appropriate stock powers, in either case signed exactly as the name(s) of the
registered holder(s) appear(s) on such certificates. Signatures on any such
certificates or stock powers must be guaranteed by an Eligible Institution. See
Instruction 1.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Shares tendered hereby, the certificates must be
endorsed or accompanied by appropriate stock powers, in either case, signed
exactly as the name(s) of the registered holder(s) appear(s) on the certificates
for such Shares. Signature(s) on any such certificates or stock powers must be
guaranteed by an Eligible Institution. See Instruction 1.
If this Letter of Transmittal or any certificate or stock power is
signed by a trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or other person acting in a fiduciary or representative
capacity, such person should so indicate when signing, and proper evidence
satisfactory to the Offeror of the authority of such person so to act must be
submitted.
6. Stock Transfer Taxes. The Offeror will pay or cause to be paid any
stock transfer taxes with respect to the sale and transfer of any Shares to it
or its order pursuant to the Offer. If, however, payment of the purchase price
is to be made to, or Shares not tendered or not purchased are to be registered
in the name of, any person other than the registered holder(s), or if tendered
Shares are registered in the name of any person other than the person(s) signing
this Letter of Transmittal, the amount of any stock transfer taxes (whether
imposed on the registered holder(s), such other person or otherwise) payable on
account of the transfer to such person will be deducted from the purchase price
unless satisfactory evidence of the payment of such taxes, or exemption
therefrom, is submitted. See Section 5 of the Offer to Purchase. Except as
provided in this Instruction 6, it will not be necessary to affix transfer tax
stamps to the Certificates representing Shares tendered hereby.
<PAGE>
7. Special Payment and Delivery Instructions. If a check for the
purchase price of any Shares purchased is to be issued in the name of, and/or
any Shares not tendered or not purchased are to be returned to, a person other
than the person(s) signing this Letter of Transmittal, or if the check and/or
any certificates for Shares not tendered or not purchased are to be mailed to
someone other than the person(s) signing this Letter of Transmittal or to an
address other than that shown above in the box captioned "Description of Shares
Tendered," then the boxes captioned "Special Payment Instructions" and/or
"Special Delivery Instructions" on this Letter of Transmittal should be
completed.
Stockholders tendering Shares by book-entry transfer will have any
Shares not accepted for payment returned by crediting the account maintained by
such stockholder at the Book-Entry Transfer Facility from which the transfer was
made.
8. Substitute Form W-9 and Form W-8. Under the United States federal
income tax backup withholding rules, unless an exemption applies under the
applicable law and regulations, 31% of the gross proceeds payable to a
stockholder or other payee pursuant to the Offer must be withheld and remitted
to the United States Treasury, unless the stockholder or other payee provides
such person's taxpayer identification number (employer identification number or
social security number) to the Depositary and certifies that such number is
correct. Therefore, each tendering stockholder should complete and sign the
Substitute Form W-9 included as part of the Letter of Transmittal so as to
provide the information and certification necessary to avoid backup withholding,
unless such stockholder otherwise establishes to the satisfaction of the
Depositary that it is not subject to backup withholding. Certain stockholders
(including, among others, all corporations and certain foreign stockholders (in
addition to foreign corporations)) are not subject to these backup withholding
and reporting requirements. In order for a foreign stockholder to qualify as an
exempt recipient, that stockholder must submit an IRS Form W-8 or a Substitute
Form W-8 signed under penalties of perjury, attesting to that stockholder's
exempt status. Such statements may be obtained from the Depositary.
9. Withholding on Foreign Stockholders. Even if a foreign stockholder
has provided the required certification to avoid backup withholding, the
Depositary will withhold United States federal income taxes equal to 30% of the
gross payments payable to a foreign stockholder or his or her agent unless the
Depositary determines that an exemption from or a reduced rate of withholding is
available pursuant to a tax treaty or that an exemption from withholding is
applicable because such gross proceeds are effectively connected with the
conduct of a trade or business in the United States. For this purpose, a foreign
stockholder is a stockholder that is not (i) a citizen or resident of the United
States, (ii) a corporation, partnership or other entity created or organized in
or under the laws of the United States, any state or any political subdivision
thereof, (iii) an estate or trust described in Section 7701(a)(30) of the Code
or (iv) a person whose worldwide income or gain is subject to United States
federal income taxation on a net income basis. In order to obtain a reduced rate
of withholding pursuant to a tax treaty, a foreign stockholder must deliver to
the Depositary a properly completed IRS Form 1001. In order to obtain an
exemption from withholding on the ground that the gross proceeds paid pursuant
to the Offer are effectively connected with the conduct of a trade or business
within the United States, a foreign stockholder must deliver to the Depositary a
properly completed IRS Form 4224. The Depositary will determine a stockholder's
status as a foreign stockholder and eligibility for a reduced rate of, or an
exemption from, withholding by reference to outstanding certificates or
statements concerning eligibility for a reduced rate of, or exemption from,
withholding (e.g., IRS Form 1001 or IRS Form 4224), unless facts and
circumstances indicate that such reliance is not warranted. A foreign
stockholder may be eligible to obtain a refund of all or a portion of any tax
withheld if such stockholder meets the "complete redemption," "substantially
disproportionate" or "not essentially equivalent to a dividend" test described
in Section 13 of the Offer to Purchase or is otherwise able to establish that no
tax or a reduced amount of tax is due. Backup withholding generally will not
apply to amounts subject to the 30% or treaty-reduced rate of withholding.
Foreign stockholders are urged to consult their tax advisors regarding the
application of United States federal income tax withholding, including
eligibility for a withholding tax reduction or exemption and refund procedures.
<PAGE>
10. Requests for Assistance or Additional Copies. Any questions or
requests for assistance may be directed to the Information Agent at its
telephone number and address listed in this Letter of Transmittal. Requests for
additional copies of the Offer to Purchase, the Supplement, this Letter of
Transmittal or other tender offer materials may be directed to the Information
Agent, and such copies will be furnished promptly at the Offeror's expense.
Stockholders may also contact their local broker, dealer, commercial bank or
trust company for assistance concerning the Offer.
11. Irregularities. All questions as to the number of Shares to be
accepted, the purchase price and the validity, eligibility (including time of
receipt) and acceptance for payment of any tender of Shares will be determined
by the Offeror, in its sole discretion, which shall be final and binding on all
parties. The Offeror reserves the absolute right to reject any or all tenders
that it determines are not in proper form or the acceptance for payment for
which may, in the opinion of the Offeror's counsel, be unlawful. The Offeror
also reserves the absolute right to waive any of the conditions to the Offer or
any defect or irregularity in any tender of Shares or any particular
stockholder. The Offeror's interpretation of the terms and conditions of the
Offer (including these instructions) shall be final and binding on all parties.
None of the Offeror, the Depositary, the Information Agent or any other person
is or will be obligated to give notice of any defects or irregularities in
tenders, nor shall any of them incur any liability for failure to give any such
notice. Tenders will not be deemed to have been made until all defects and
irregularities have been cured or waived.
12. Order of Purchase in Event of Proration. As described in the Offer
to Purchase, stockholders may designate the order in which their Shares are to
be purchased in the event of proration. The order of purchase may affect whether
any capital gain or loss recognized on the Shares purchased is long-term or
short-term (depending on the holding period for the Shares purchased) and the
amount of gain or loss recognized for federal income tax purposes. See Section 1
of the Offer to Purchase.
13. Lost, Stolen or Destroyed Certificates. If your certificate(s)
representing Shares have been lost, stolen or destroyed, indicate the occurrence
of such event on the front of this Letter of Transmittal. The Depositary will
send you additional documentation that must be completed to effectively
surrender such lost, stolen or destroyed certificates.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A FACSIMILE HEREOF), TOGETHER
WITH CERTIFICATES OR CONFIRMATION OF BOOK-ENTRY TRANSFER AND ALL OTHER REQUIRED
DOCUMENTS MUST BE RECEIVED BY THE DEPOSITARY, OR THE NOTICE OF GUARANTEED
DELIVERY MUST BE RECEIVED BY THE DEPOSITARY, ON OR PRIOR TO 5:00 P.M., NEW YORK
CITY TIME, ON THE EXPIRATION DATE OF THE OFFER. STOCKHOLDERS ARE ENCOURAGED TO
RETURN A COMPLETED SUBSTITUTE FORM W-9 WITH THIS LETTER OF TRANSMITTAL.
PAYOR'S NAME: CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
<PAGE>
<TABLE>
<CAPTION>
- ---------------------------------------- ----------------------------------------------------------------------
<S> <C> <C>
Part 1 - PLEASE PROVIDE YOUR TIN IN Social Security Number or
THE BOX AT RIGHT AND CERTIFY BY Employer Identification Number
SUBSTITUTE SIGNING AND DATING BELOW:
Form W-9 -----------------------------
Department of the Treasury Part 2 - Certification - Under penalties of perjury, I certify that:
Internal Revenue Service
(1) The number shown on this form is my correct Taxpayer
Identification Number (or I am waiting for a number to be issued
to me), and
Payer's Request for Taxpayer
Identification Number ("TIN") (2) I am not subject to backup withholding because:
(a) I am exempt from backup withholding, or (b) I have not been
notified by the Internal Revenue Service (the "IRS") that I am
subject to backup withholding as a result of a failure to report
all interest and dividends, or (c) the IRS has notified me that
I am no longer subject to backup withholding.
CERTIFICATION INSTRUCTIONS - You must cross out item (2) above
if you have been notified by the IRS that you are currently subject
to backup withholding because of underreporting interest or
dividends on your tax return. However, if after being notified by
the IRS that you were subject to backup withholding you received
another notification from the IRS that you are no longer subject to
backup withholding, do not cross out such item (2).
- ---------------------------------------- ---------------------------------------------------------------------
- ---------------------------------------- -------------------------------------------------- ------------------
Signature: Part 3 -
Awaiting TIN
Date:
---------------------------, 1999
- ---------------------------------------- -------------------------------------------------- ------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDINGOF 31% OF ANY PAYMENTS MADE TO
YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUT FORM W-9 FOR ADDITIONAL DETAILS. YOU MUST COMPLET THE FOLLOWING
CERTIFICATE IF YOU CHECKED THE BOX IN PART 2 OF THE SUBSTITUTE FORM W-9.
- --------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification
number has not been issued to me and either (1) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or (2)
I intend to mail or deliver an application in the near future. I understand that
if I do not provide a taxpayer identification number by the time of payment, 31%
of all payments of the purchase price made to me thereafter will be withheld
until I provide a number.
Signature Date
---------------------------- ------------------------------, 1999
- --------------------------------------------------------------------------------
THE INFORMATION AGENT IS:
BEACON HILL PARTNERS, INC.
90 Broad Street
New York, New York 10004
(212) 843-8500 (collect)
(800) 792-2829 (toll-free)
<PAGE>
Exhibit (a)(9)
Notice of Guaranteed Delivery
of Shares of Common Stock
Of
First Banks America, Inc.
to
First Banks, Inc.
This form, or a form substantially equivalent to this form, must be
used to accept the Offer (as defined below) if certificates for the shares of
common stock, par value $.15 per share, of First Banks America, Inc. are not
immediately available, if the procedure for book-entry transfer cannot be
completed on a timely basis or if time will not permit all other documents
required by the Letter of Transmittal to be delivered to the Depositary on or
prior to the Expiration Date (as defined in the Offer to Purchase and the
Supplement (defined below)). Such form may be delivered by hand or transmitted
by mail or overnight courier, or, for Eligible Institutions only, by facsimile
transmission, to the Depositary. See Section 3 of the Offer to Purchase. THE
ELIGIBLE INSTITUTION THAT COMPLETES THIS FORM MUST COMMUNICATE THE GUARANTEE TO
THE DEPOSITARY AND MUST DELIVER THE LETTER OF TRANSMITTAL AND CERTIFICATES FOR
SHARES TO THE DEPOSITARY WITHIN THE TIME SHOWN HEREIN. FAILURE TO DO SO COULD
RESULT IN A FINANCIAL LOSS TO SUCH ELIGIBLE INSTITUTION.
The Depositary for the Offer is:
ChaseMellon Shareholder Services, L.L.C.
By Mail By Overnight Delivery: By Hand:
Reorganization Department Reorganization Department Reorganization Department
P.O. Box 3301 85 Challenger Road 120 Broadway, 13th Floor
South Hackensack, NJ 07606 Mail Drop-Reorg New York, NY 10271
Ridgefield Park, NJ 07660
By Facsimile Transmission:
(201) 296-4293
Confirm Receipt of Notice of Guaranteed Delivery Only:
(201) 296-4860
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE
OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN THE ONE LISTED
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
THIS FORM IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON
A LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN ELIGIBLE INSTITUTION
UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE
APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX IN THE LETTER OF TRANSMITTAL.
<PAGE>
Ladies and Gentlemen:
The undersigned hereby tenders to First Banks, Inc., a Missouri
corporation (the "Offeror"), upon the terms and subject to the conditions set
forth in the Offer to Purchase, dated January 4, 1999 (the "Offer to Purchase"),
as amended and supplemented by the Supplement thereto dated February 1, 1999
(the "Supplement"), and in the related Letter of Transmittal (which together
constitute the "Offer"), receipt of which is hereby acknowledged, the number of
shares listed below of the common stock, par value $.15 per share, of First
Banks America, Inc. (the "Shares"), pursuant to the guaranteed delivery
procedure set forth in Section 3 of the Offer to Purchase.
<TABLE>
<CAPTION>
Number of Shares If Shares will be tendered by book-entry transfer:
-----------------------------------
<S> <C>
Name of Tendering
Signature(s) Institution
---------------------------------------- ------------------------------------
Name(s) of Record Holders
Area Code and Telephone No(s)
- ----------------------------------------------------
------------------------------------------------
(Please Type or Print)
Certificate Nos. (if available) Account No.
-------------------------------------
- ----------------------------------------------------
Dated
- ---------------------------------------------------- -------------------------------------, 1999
Address(es)
-----------------------------------------
- ----------------------------------------------------
(Include Zip Code)
</TABLE>
<PAGE>
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a firm that is a member of a registered national
securities exchange or the National Association of Securities Dealers, Inc. or a
commercial bank or trust company having an office or correspondent in the United
States which is a participant in an approved Signature Guarantee Medallion
Program (each of the foregoing, an "Eligible Institution"), guarantees (i) that
the above-named person(s) has a net long position in the Shares being tendered
within the meaning of Rule 14e-4 promulgated under the Securities Exchange Act
of 1934, as amended, (ii) that such tender of Shares complies with Rule 14e-4,
and (iii) to deliver to the Depositary, at one of its addresses set forth above,
certificate(s) for the Shares tendered hereby, in proper form for transfer, or a
confirmation of the book-entry transfer of the Shares tendered hereby into the
Depositary's account at The Depository Trust Company, in each case, together
with a properly completed and duly executed Letter(s) of Transmittal (or
manually signed facsimile(s) thereof), with any required signature guarantee(s)
and any other required documents, all within three New York Stock Exchange
trading days after the date hereof.
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
- ------------------------------------------- -------------------------------------------
<S> <C> >
Name of Firm Authorized Signature
- ------------------------------------------- --------------------------------------------
Address Please Type or Print Name
- -------------------------------------------
Title
City, State, Zip Code --------------------------------------
- -------------------------------------------
Dated:
Area Code and Tel. No.
--------------------------------, 1999
Dated:
--------------------------------,1999
- --------------------------------------------------------------------------------------------------------
</TABLE>
NOTE: DO NOT SEND SHARE CERTIFICATES WITH THIS FORM. YOUR SHARE
CERTIFICATES MUST BE SENT WITH THE LETTER OF TRANSMITTAL.
<PAGE>
Exhibit (a)(10)
FIRST BANKS, INC.
OFFER TO PURCHASE FOR CASH UP TO
400,000 SHARES OF THE COMMON STOCK OF FIRST BANKS
AMERICA, INC.
AT A PURCHASE PRICE OF $21.00 PER SHARE
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT
5:00 P.M. NEW YORK CITY TIME, ON WEDNESDAY, FEBRUARY 17, 1999,
UNLESS THE OFFER IS EXTENDED.
To Our Clients:
Enclosed for your consideration are a Supplement dated February 1, 1999
(the "Supplement") to the Offer to Purchase dated January 4, 1999 (the "Offer to
Purchase"), and a revised Letter of Transmittal (which together constitute the
"Offer"), in connection with the Offer by First Banks, Inc., a Missouri
corporation (the "Offeror"), to purchase up to 400,000 shares (or such lesser
number of shares as are properly tendered and not withdrawn) of the $.15 par
value common stock of First Banks America, Inc. (the "Shares"), at a price of
$21.00 per Share in cash (the "Purchase Price"), upon the terms and subject to
the conditions set forth in the Offer.
The Offer to Purchase contemplated a type of offer known as a "Modified
Dutch Auction," in which stockholders were to designate a price at which to
tender Shares; at the conclusion of the Offer, the Offeror would have selected a
single price at which all of the Shares tendered and not withdrawn would be
purchased. As amended, the Offer is now at the fixed Purchase Price shown above.
Accordingly, stockholders are not required to, and may not, designate a price at
which their Shares are tendered.
We are the owner of record of Shares held for your account. As such, we
are the only ones who can tender your Shares, and then only pursuant to your
instructions. We are sending you the revised Letter of Transmittal for your
information only; you cannot use it to tender Shares we hold for your account.
Please instruct us as to whether you wish us to tender any or all of
the Shares we hold for your account on the terms and subject to the conditions
of the Offer.
We call your attention to the following:
1. The offer price is $21.00 per Share, net to the seller in cash,
without interest, upon the terms and conditions of the Offer.
2. The Offer is not conditioned on any minimum number of Shares being
tendered. The Offer is, however, subject to certain other conditions
set forth in the Offer to Purchase.
3. The Offer, proration period and withdrawal rights will expire at
5:00 p.m. New York City time, on Wednesday, February 17, 1999, unless
the Offeror further extends the Offer.
4. The Offer is for 400,000 Shares, constituting approximately 6.99%
of the Shares outstanding as of December 31, 1998.
5. Tendering stockholders who are registered holders of First Banks
America, Inc. will not be obligated to pay any brokerage commissions or
solicitation fees to the Depositary, Information Agent or the Offeror
or, subject to Instruction 6 of the Letter of Transmittal, stock
transfer taxes on the sale of Shares pursuant to the Offer.
If you wish to have us tender any or all of your Shares, please so
instruct us by completing, executing, detaching and returning to us the attached
Instruction Form. An envelope to return your Instruction Form to us is enclosed.
If you authorize us to tender your Shares, we will tender all such Shares unless
you specify otherwise on the attached Instruction Form.
<PAGE>
If we have previously tendered Shares on your behalf, and you desire to
sell your Shares at the Purchase Price, you need not take any action.
Your Instruction Form should be forwarded to us in ample time to permit
us to submit a tender on your behalf on or before the Expiration Date of the
Offer. The Offer, Proration Period and Withdrawal Rights Expire at 5:00 p.m. New
York City time, on Wednesday, February 17, 1999, unless the Offeror extends the
Offer.
The Offer is being made to all holders of Shares. The Offeror is not
aware of any jurisdiction where the making of the Offer is not in compliance
with applicable law. If the Offeror becomes aware of any jurisdiction where the
making of the Offer is not in compliance with any valid applicable law, the
Offeror will make a good faith effort to comply with such law. If, after such
good faith effort, the Offeror cannot comply with such law, the Offer will not
be made to, nor will tenders be accepted from or on behalf of, the holders of
Shares residing in such jurisdiction.
<PAGE>
INSTRUCTION FORM
Instructions With Respect to Offer to Purchase for Cash
up to 400,000 Shares of Common Stock
of First Banks America, Inc.
By First Banks, Inc.
At a Purchase Price of $21.00 per Share
The undersigned acknowledge(s) receipt of your letter and the enclosed
Supplement dated February 1, 1999 (the "Supplement") to the Offer to Purchase
dated January 4, 1999, and the revised GREEN Letter of Transmittal (which, as
amended from time to time, together constitute the "Offer") in connection with
the Offer by First Banks, Inc. (the "Offeror") to purchase up to 400,000 shares
of common stock, par value $.15 per share (the "Shares"), of First Banks
America, Inc. ("FBA"), at a purchase price of $21.00 per Share, net to the
undersigned in cash, upon the terms and subject to the conditions of the Offer.
This will instruct you to tender to the Offeror the number of Shares
indicated below (or, if no number is indicated below, all Shares) that are held
by you for the account of the undersigned, upon the terms and subject to the
conditions of the Offer.
<PAGE>
SHARES TENDERED
[ ] By checking this box, all Shares held by us for your account will be
tendered. If fewer than all Shares are to be tendered, please check the
box and indicate below the aggregate number of Shares to be tendered by
us.
Shares
----------
THE METHOD OF DELIVERY OF THIS DOCUMENT IS AT THE OPTION AND RISK OF
THE TENDERING STOCKHOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN
RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT
TIME SHOULD BE ALLOWED TO ASSURE DELIVERY.
SIGN HERE
Dated: -------------------------------------
-----------------, 1999 Signature(s)
Name
---------------------------------
Address
------------------------------
-------------------------------------
-------------------------------------
Social Security of Taxpayer ID No.:
-------------------------------------
<PAGE>
Exhibit (a)(11)
FIRST BANKS, INC.
135 North Meramec
St. Louis, Missouri 63105
February 1, 1999
To the Stockholders of First Banks America, Inc.:
First Banks, Inc. has amended the offer to purchase up to 400,000
shares of common stock (the "Shares") of First Banks America, Inc. ("FBA") by
setting a fixed price of $21.00 per Share (the "Purchase Price") at which Shares
may be tendered, instead of the range of prices previously explained in the
Offer to Purchase dated January 4, 1999 (the "Offer to Purchase") which was
recently distributed to you.
The amended offer is explained in detail in the enclosed Supplement
dated February 1, 1999 to the Offer to Purchase, and in the revised GREEN Letter
of Transmittal. I encourage you to read these materials carefully before making
any decision with respect to the offer. The instructions on how to tender Shares
are also explained in detail in the accompanying materials and the Offer to
Purchase.
If you have previously tendered Shares and have not withdrawn the
Shares, and you desire to sell your Shares at the Purchase Price, you need not
take any action.
Any FBA stockholder tendering shares directly to the Depositary whose
Shares are purchased in the offer will receive the net purchase price in cash
and will not incur the usual transaction costs associated with open-market
sales. Any FBA stockholder owning an aggregate of less than 100 Shares whose
Shares are properly tendered directly to the Depositary and purchased pursuant
to the offer will avoid applicable odd lot discounts.
Neither First Banks, Inc., FBA, nor the Board of Directors of either
company makes any recommendation to stockholders as to whether to tender or
refrain from tendering their Shares. Each stockholder must make the decision
whether to tender Shares and, if so, how many Shares should be tendered.
Sincerely,
James F. Dierberg
Chairman, President and
Chief Executive Officer
First Banks, Inc.
<PAGE>
Exhibit (a)(12)
First Banks, Inc.
St. Louis, Missouri
Contact: Allen H. Blake
Executive Vice President & Chief Financial Officer
(314) 9958700
FOR IMMEDIATE RELEASE:
First Banks, Inc. Announces Extension of Offer,
Change to Fixed Price
ST. LOUIS, MO, January 29, 1999. First Banks, Inc. (the "Offeror")
announced today that it has modified its tender offer to purchase up to 400,000
shares of common stock of First Banks America, Inc. ("FBA") by offering a fixed
purchase price of $21.00 (the "Purchase Price") per share, and extended the
expiration date of the offer. The offer, which was commenced on January 4, 1999,
originally contemplated a "Modified Dutch Auction" procedure in which
stockholders of FBA were to designate prices at which to tender their shares. As
modified, the Offeror will pay $21.00 for each share accepted.
As extended, the offer will expire at 5:00 p.m. New York City time on
Wednesday, February 17, 1999. A Supplement to the Offer to Purchase and related
materials will be mailed to stockholders of FBA on February 1, 1999.
As of the date hereof, approximately shares of common stock of FBA has
been tendered pursuant to the original offer. Stockholders of FBA who have
tendered their shares and desire to sell their shares at the Purchase Price have
made a valid tender and need not take any further action.
Neither FBA nor the Boards of Directors of either company makes any
recommendation to FBA stockholders as to whether to tender or refrain from
tendering their shares.
Beacon Hill Partners, Inc. is the information agent for the offer. Any
questions or requests for copies of tender offer materials may be directed to
Beacon Hill Partners, Inc. at (800) 755-5001.
