Securities and Exchange Commission,
Washington, D.C. 20549
Schedule 14D-1
Tender Offer Statement
(Amendment No. 2)
(Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934)
and
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
FIRST BANKS AMERICA, INC.
-------------------------
(Name of Subject Company)
FIRST BANKS, INC.
-----------------
(Bidder)
Common Stock
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(Title of Class of Securities)
31928N-10-3
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(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 if 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
NOTE: The remainder of this cover page is only to be completed if this Schedule
14D-1 (or amendment thereto) is being filed, inter alia, to satisfy the
reporting requirements of section 13(d) of the Securities Exchange Act of 1934.
See General Instructions D, E and F to Schedule 14D-1.
<PAGE>
SCHEDULE 13D
- ---------------------------------------- -------------------------------------
CUSIP NO. 31928N 10 3
- ---------------------------------------- -------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FIRST BANKS, INC.
43-1175538
- ---------- -------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
- ---------- -------------------------------------------------------------------
3 SEC USE ONLY
- ---------- -------------------------------------------------------------------
4 SOURCE OF FUNDS*
Not Applicable
- ---------- -------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO |_| ITEMS 2(d) OR 2(e)
- ---------- --------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
MISSOURI
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NUMBER OF 7 SOLE VOTING POWER
2,210,581 COMMON STOCK
SHARES 2,500,000 CLASS B COMMON STOCK
- ------------------- -------- --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY NONE
- ------------------- -------- --------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
2,210,581 COMMON STOCK
REPORTING 2,500,000 CLASS B COMMON STOCK
- ------------------- -------- --------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH NONE
- ------------------- -------- --------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,710,581 (Includes Common Stock and Class B Common Stock)
- ---------- --------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)EXCLUDES CERTAIN SHARES*
|_|
- ---------- --------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
82.3% of all voting stock
- ---------- --------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
HC, CO
- ---------- --------------------------------------------------------------------
*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>
This Amendment No. 2 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"), as set forth in the Offer to Purchase (as defined in the Schedule
14D-1) and the Supplement (as defined in Amendment No. 1 to the Schedule 14D-1).
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 as amended
by Amendment No. 1 to the Schedule 14D-1.
The following items of the Schedule 14D-1, as previously amended, are
hereby amended and supplemented as follows:
Item 8. Additional Information.
The Offer expired at 5:00 p.m. New York City time on
Wednesday, February 17, 1999. On February 17, 1999, the Offeror issued
a press release announcing the preliminary results of the Offer; a copy
of that press release is attached hereto as Exhibit (a)(13) and
incorporated herein by reference.
On February 22, 1999, the Offeror issued a press release
announcing the final results of the Offer; a copy of thereof is
attached hereto as Exhibit (a)(14) and incorporated herein by
reference.
The Offeror accepted for payment all Shares validly tendered
pursuant to the Offer and not withdrawn, or a total of 314,848 Shares.
Item 11. Material to be filed as Exhibits.
Item 11 of the Schedule 14D-1, as previously amended, is hereby amended
and supplemented by adding the following exhibits:
(a)(13) Text of Press Release issued by the Offeror, dated February 17,
1999.
(a)(14) Text of Press Release issued by the Offeror, dated February 22,
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 23, 1999 FIRST BANKS, INC.
/s/ James F. Dierberg
---------------------
James F. Dierberg
Chairman of the Board,
President and
Chief Executive Officer
<PAGE>
EXHIBIT INDEX
(a)(13) Text of Press Release issued by the Offeror, dated February 17,
1999.
(a((14) Text of Press Release issued by the Offeror, dated February 22,
1999.
<PAGE>
Exhibit (a)(13)
First Banks, Inc.
St. Louis, Missouri
Contact: Allen H. Blake
Executive Vice President & Chief Financial Officer
(314) 995-8700
FOR IMMEDIATE RELEASE:
First Banks, Inc. Announces
Results of Amended Tender Offer
ST. LOUIS MO, FEBRUARY 17, 1999. First Banks, Inc. (the "Offeror")
announced today that as of 5:00 p.m. New York City time, Wednesday, February 17,
1999, the amended tender offer to purchase up to 400,000 shares of the issued
and outstanding common stock, par value $.15 per share, of FIRST BANKS AMERICA,
INC. (NYSE: FBA) at a fixed purchase price of $21.00 per share, has expired.
Based on a preliminary count by ChaseMellon Shareholder Services,
L.L.C. ("ChaseMellon"), the depositary for the tender offer, a total of
approximately 319,000 shares of common stock were properly tendered. Of the
shares tendered, 22,393 shares are to be delivered pursuant to guaranteed
delivery procedures.
The determination of the actual number of shares to be purchased
through the amended tender offer is subject to final confirmation and
verification of proper delivery of all shares tendered, including shares
tendered subject to guarantees of delivery. The Offeror will make payment for
shares tendered beginning on Friday, February 19, 1999.
After the tendered shares are purchased, the Offeror will own
approximately 2,215,000 shares of common stock and 2,500,000 shares of Class B
common stock of First Bank America, Inc.
Beacon Hill Partners, Inc. is the information agent for the offer. Any
questions regarding the tender offer may be directed to Beacon Hill Partners,
Inc. at (800) 755-5001.
<PAGE>
Exhibit (a)(14)
First Banks, Inc.
St. Louis, Missouri
Contact: Allen H. Blake
Executive Vice President & Chief Financial Officer
(314) 995-8700
FOR IMMEDIATE RELEASE:
First Banks, Inc. Announces
Final Results of Amended Tender Offer
ST. LOUIS MO, FEBRUARY 22, 1999. First Banks, Inc. (the "Offeror")
announced today the final results of the amended tender offer to purchase up to
400,000 shares of the issued and outstanding common stock, par value $.15 per
share, of FIRST BANKS AMERICA, INC. (NYSE: FBA) at a fixed purchase price of
$21.00 per share.
Based on the final count by ChaseMellon Shareholder Services, L.L.C.
("ChaseMellon"), the depositary for the tender offer, a total of 314,848 shares
of common stock were properly tendered and purchased by Offeror. The Offeror
began making payment for shares tendered on Friday, February 19, 1999.
Upon purchase of the tendered shares, the Offeror now owns 2,210,581
shares of common stock and 2,500,000 shares of Class B common stock of First
Banks America, Inc., or 82.3% of FBA's outstanding voting shares.
Beacon Hill Partners, Inc. was the information agent for the offer. Any
questions regarding the tender offer may be directed to Beacon Hill Partners,
Inc. at (800) 755-5001, ChaseMellon at (201) 296-4860 or the Offeror.
