UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
November 9, 2000 (October 31, 2000)
(Date of report) (Date of earliest event reported)
Commission File No. 0-8937
FIRST BANKS AMERICA, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
75-1604965
(I.R.S. Employer Identification No.)
135 North Meramec, Clayton, Missouri 63105
(Address of principal executive offices) (Zip Code)
(314) 854-4600
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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FIRST BANKS AMERICA, INC.
TABLE OF CONTENTS
Page
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS......................... 1
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS............................ 2
SIGNATURES ........................................................... 4
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ITEM 2 - ACQUISITION OR DISPOSITION OF ASSETS
Acquisition of First Bank & Trust
---------------------------------
Pursuant to an Agreement and Plan of Reorganization dated June 29,
2000, First Banks America, Inc., or FBA, acquired First Bank & Trust from First
Banks, Inc., St. Louis, Missouri on October 31, 2000. Prior to the acquisition,
First Banks, Inc., or First Banks, owned 84.42% of the outstanding common stock
of FBA and all of the common stock of First Bank & Trust. Under the terms of the
agreement, First Bank & Trust was merged with and into FBA's wholly owned
banking subsidiary, Redwood Bank.
First Bank & Trust operates 27 banking locations in the counties of Los
Angeles, Orange, Ventura and Santa Barbara, California as well as branches in
San Jose and Walnut Creek, in Northern California. At September 30, 2000, First
Bank & Trust had $1.1 billion in total assets, $856.5 million in loans, net of
unearned discount, $104.4 million in investment securities and $972.3 million in
deposits. For the nine months ended September 30, 2000, net income was $10.5
million.
As a result of First Banks' ownership interest in FBA and First Bank &
Trust, we will account for our acquisition of First Bank & Trust using the
accounting treatment prescribed for combinations of entities under common
control. We will account for First Banks' interest in First Bank & Trust at
First Banks' historical cost. First Banks' historical cost basis in First Bank &
Trust was determined using the purchase method of accounting, effective upon
First Banks' acquisition of First Bank & Trust on March 15, 1995. Accordingly,
the consolidated financial statements of First Banks include the financial
position and results of operations for the periods subsequent to the acquisition
date, and the assets acquired and liabilities assumed were recorded at fair
value at the acquisition date. The consolidated financial statements of FBA will
be restated to reflect First Banks' interest in the financial position and
results of operations of First Bank & Trust for the periods subsequent to March
15, 1995.
Acquisition of Commercial Bank of San Francisco
-----------------------------------------------
Pursuant to an Agreement and Plan of Reorganization dated June 27,
2000, FBA acquired Commercial Bank of San Francisco, or CBSF, which operates one
branch office in the San Francisco financial district, on October 31, 2000.
Under the terms of the agreement, the shareholders of Commercial Bank of San
Francisco received $17.75 per share, or a total of $25.8 million in cash. FBA
funded the acquisition from the proceeds of an advance of $26.0 million under
FBA's $90.0 million revolving note payable to First Banks. The transaction was
accounted for using the purchase method of accounting. CBSF was merged with and
into FBA's wholly owned banking subsidiary, Redwood Bank.
At the time of the transaction, Commercial Bank had $154.5 million in
total assets, $97.7 million in loans, net of unearned discount, $45.5 million in
investment securities and $109.4 million in deposits.
There were no material relationships between CBSF, or any of its
affiliates, directors or officers, or any associates of any such directors or
officers, and FBA, or any of FBA's affiliates, directors or officers, or any
associates of any such directors or officers.
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ITEM 7 - FINANCIAL STATEMENTS AND EXHIBITS
(A) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED
Pursuant to the requirements of Article 3 of Regulation S-X, the
following financial statements of First Bank & Trust are hereby incorporated by
reference to FBA's definitive Proxy Statement filed on September 11, 2000 as
follows:
(1) Balance sheets as of June 30, 2000 (unaudited) and December 31,
1999 and 1998, statements of income, changes in stockholders'
equity and cash flows for each of the years in the three-year
period ended December 31, 1999, and for the six-month periods
ended June 30, 2000 and 1999 (unaudited), and the related report
of Independent Auditors. The financial statements appear on
pages 39 through 56 of the definitive Proxy Statement.
(B) PRO FORMA FINANCIAL INFORMATION
Pursuant to the requirements of Article 11 of Regulation S-X, the
following pro forma financial information is hereby incorporated by reference to
FBA's definitive Proxy Statement filed on September 11, 2000 as follows:
(1) Pro Forma Combined Condensed Balance Sheet as of June 30, 2000
(unaudited). The pro forma combined condensed balance sheet
appears on pages 31 and 32 of the definitive Proxy Statement.
(2) Pro Forma Combined Condensed Statements of Income for the six
months ended June 30, 2000 and 1999 (unaudited). The pro forma
combined condensed statements of income appear on pages 33 and
34 of the definitive Proxy Statement.
(3) Pro Forma Combined Condensed Statements of Income for the years
ended December 31, 1999, 1998 and 1997. The pro forma combined
condensed statements of income appear on pages 35 through 37 of
the definitive Proxy Statement.
(4) Notes to Pro Forma Combined Condensed Financial Statements. The
notes to pro forma combined condensed financial statements
appear on page 38 of the definitive Proxy Statement.
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(C) EXHIBITS
The exhibits are numbered in accordance with the Exhibit Table of Item
601 of Regulation S-K.
Exhibit Number Description
-------------- -----------
2.1 Agreement and Plan of
Reorganization by and among
First Banks America, Inc.,
Redwood Bank, First Banks,
Inc. and First Bank &
Trust, dated June 29, 2000
- hereby incorporated by
reference to Exhibit 10(ee)
of FBA's Quarterly Report
on Form 10-Q filed for the
quarter ended June 30,
2000.
2.2 Agreement and Plan of
Reorganization by and
between First Banks
America, Inc. and
Commercial Bank of San
Francisco, dated June 27,
2000 - hereby incorporated
by reference to Exhibit
10(dd) of FBA's Quarterly
Report on Form 10-Q filed
for the quarter ended June
30, 2000.
23 Consent of KPMG LLP - filed
herewith.
99.1 Financial Statements of
First Bank & Trust - hereby
incorporated by reference
to FBA's definitive Proxy
Statement filed on
September 11, 2000. The
financial statements appear
on pages 39 through 56 of
the definitive Proxy
Statement.
99.2 Pro Forma Combined
Condensed Financial
Statements - hereby
incorporated by reference
to FBA's definitive Proxy
Statement filed on
September 11, 2000. The pro
forma combined condensed
financial statements appear
on pages 31 through 38 of
the definitive Proxy
Statement.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
FIRST BANKS AMERICA, INC.
By: /s/ James F. Dierberg
------------------------------------------------
James F. Dierberg
Chairman of the Board of Directors,
President and Chief Executive Officer
November 8, 2000 (Principal Executive Officer)
By: /s/ Frank H. Sanfilippo
-----------------------------------------------
Frank H. Sanfilippo
Executive Vice President and
Chief Financial Officer
November 8, 2000 (Principal Financial and Accounting Officer)
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Exhibit 23
Independent Auditors' Report
The Board of Directors
First Bank & Trust:
We consent to the use of our report incorporated by reference in the Form 8-K of
First Banks America, Inc.
/s/ KPMG LLP
------------
St. Louis, Missouri
November 8, 2000
