SCHEDULE 14C INFORMATION
Proxy Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934
(Amendment No. )
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Check the appropriate box:
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[ ] Preliminary Information Statement
[ ] Confidential, for use of the Commission only (as permitted by Rule 14a-5(d)(2))
[X] Definitive Information Statement
First Banks America, Inc.
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14c-5(g)
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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FIRST BANKS AMERICA, INC.
135 North Meramec
Clayton, Missouri 63141
December 5, 2000
To the Stockholders of First Banks America, Inc.:
First Banks America, Inc., a Delaware corporation ("FBA"), has obtained
the written consent of its majority stockholder, First Banks, Inc., a Missouri
corporation, approving an amendment to our Restated Certificate of Incorporation
authorizing an increase in the number of shares of Common Stock which may be
issued by FBA. This amendment was first approved by the Board of Directors of
FBA.
No action on your part is necessary. In accordance with applicable
provisions of the Delaware General Corporation Law and the Securities Exchange
Act of 1934, we are providing you with the enclosed Information Statement
describing the amendment and related information.
By Order of the Board of Directors,
/s/Allen H. Blake
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Clayton, Missouri Secretary
December 5, 2000
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FIRST BANKS AMERICA, INC.
INFORMATION STATEMENT
December 5, 2000
This Information Statement is being furnished to record holders as of
November 30, 2000, of Common Stock of First Banks America, Inc., a Delaware
corporation ("FBA"), in order to notify such holders that the majority
stockholder of FBA, First Banks, Inc., a Missouri corporation ("First Banks"),
has executed a written consent approving an amendment (the "Amendment") to the
Restated Certificate of Incorporation of FBA (the "Certificate of
Incorporation") for the purpose of increasing the number of shares of Common
Stock, $0.15 par value, which are authorized to be issued. The Certificate of
Incorporation currently provides that the authorized capital stock of FBA
consists of 6,666,666 shares of Common Stock and 4,000,000 shares of Class B
Common Stock, $0.15 par value. When the Amendment is effective, the authorized
number of shares of Common Stock which may be issued without additional action
by stockholders will be increased from 6,666,666 to 15,000,000.
We are Not Asking You for a Proxy and You are Requested Not to Send Us
a Proxy.
Action to be Taken
Under Delaware law, the holders of the number of shares of voting stock
of FBA that are legally required to take action at a meeting of stockholders
have the right, without the necessity of holding a meeting, to sign a written
consent authorizing corporate action. In the case of an amendment to the
Certificate of Incorporation such as that described in this Information
Statement, the holder or holders of a majority of the outstanding voting stock
have such a right. First Banks, which owned approximately 90.47% of the
outstanding voting stock of FBA as of November 30, 2000, the record date
("Record Date"), has signed a Written Consent authorizing the amendment
described above (the "Amendment").
In accordance with the notice requirement of Delaware law and
applicable regulations of the Securities and Exchange Commission, FBA has
prepared and mailed this Information Statement for the purpose of notifying
persons who were stockholders as of the Record Date of the Written Consent. FBA
intends to file the Amendment in the Office of the Secretary of State of
Delaware on December 26, 2000, and upon its acceptance, the Amendment will be
effective.
As soon as practicable following the effectiveness of the Amendment,
FBA intends to issue 3,009,700 shares of Common Stock to First Banks in order to
fulfill the terms of the recent acquisition by FBA of all of the outstanding
stock of First Bank & Trust, a California banking corporation that was owned by
First Banks until October 31, 2000. Additional information regarding the
issuance of stock appears under the caption "PURPOSE OF THE AMENDMENT."
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VOTING SECURITIES AND PRINCIPAL STOCKHOLDERS
General
Holders of record of outstanding shares of Common Stock and Class B
Common Stock as of the Record Date are entitled to notice of action to be taken
after authorization by written consent. As of the Record Date, there were issued
and outstanding 6,601,003 shares of Common Stock and 2,500,000 shares of Class B
Common Stock.
The rights of the Class B Common Stock are in most respects equivalent
to the rights associated with the Common Stock, except the Common Stock has a
dividend preference over the Class B Common Stock, and the Class B Common Stock
is unregistered and transferable only in certain limited circumstances. The
outstanding shares of Class B Common Stock became convertible on August 31,
1999, at the option of the holder, into an equal number of shares of Common
Stock. Each share of Common Stock and Class B Common Stock is entitled to one
vote in the election of directors and in other matters on which a vote of
stockholders is taken.
Because First Banks has sufficient voting power to approve the
Amendment and has done so by executing the Written Consent, no proxies or
written consents of other stockholders are being requested.
We are not asking you for a Proxy and you are requested not to send us
a Proxy.
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Security Ownership of Management and of Controlling Stockholder
The following table sets forth as of the Record Date certain
information with respect to the beneficial ownership of Common Stock and Class B
Common Stock by each person known to FBA to be the beneficial owner of more than
five percent of the outstanding shares of either class of stock, by each
director, by executive officers and by all executive officers and directors as a
group:
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Title of Name of Beneficial Owner Number of Shares and Nature of Percent of
Class Beneficial Ownership Class
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Class B Stock First Banks, Inc. 2,500,000 (1)(2)(3) 100.0%
135 N. Meramec
Clayton, Missouri 63105
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Class B Stock James F. Dierberg 2,500,000 (1)(2)(3) 100.0
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Common Stock First Banks, Inc. 5,731,650 (1)(2)(3) 86.8
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Common Stock James F. Dierberg 5,731,650 (1)(2)(3) 86.8
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Common Stock Allen H. Blake 0 0
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Common Stock Charles A. Crocco, Jr. 7,772 (4) *
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Common Stock Albert M. Lavezzo 10,210 (4) *
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Common Stock Terrance M. McCarthy 2,000 (4) *
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Common Stock Frank H. Sanfilippo 0 0
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Common Stock Ellen D. Schepman 1,000 (2)(3)(4) *
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Common Stock Edward T. Story, Jr. 10,682 (4) *
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Common Stock David F. Weaver 2,974 (4) *
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Common Stock Donald W. Williams 100 (4) *
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All executive officers 5,766,388 shares 87.4% of
and directors as a group common stock common stock
(10 persons)
100% of
2,500,000 shares Class B
Class B stock stock
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* Less than one percent.
(1) The shares shown as beneficially owned by First Banks and James F. Dierberg
comprise 100% of the outstanding shares of Class B Stock and 86.8% of the
outstanding shares of common stock. Each share of common stock and Class B
stock is entitled to one vote on matters subject to stockholder vote. All
of the shares of Class B stock and common stock owned by First Banks are
pledged to secure a loan to First Banks from a group of unaffiliated
lenders. The related credit agreement contains customary provisions which
could ultimately result in transfer of such shares if First Banks were to
default in the repayment of the loan and such default were not cured, or
other arrangements satisfactory to the lenders were not made, by First
Banks.
(2) The controlling stockholders of First Banks are (i) the James F. Dierberg,
II Family Trust, dated December 30, 1992; (ii) Mary W. Dierberg and Michael
James Dierberg, trustees under the living trust of Michael James Dierberg,
dated July 24, 1989; (iii) the Ellen C. Dierberg Family Trust, dated
December 30, 1992; (iv) James F. Dierberg, trustee of the James F. Dierberg
living trust, dated October 8, 1985; (v) the Michael J. Dierberg Family
Trust, dated December 30, 1992; 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 D.
Schepman are their adult children.
(3) Due to the relationships among James F. Dierberg, Mary W. Dierberg, First
Bank and the three adult children of James F. and Mary W. Dierberg, Mr.
Dierberg is deemed to share voting and investment power over all of the
outstanding voting stock of First Banks, which in turn exercises voting and
investment power over the shares of common stock and Class B stock
attributed to it in the table.
(4) All of the shares attributed in the table to Messrs. Crocco, Lavezzo,
McCarthy, Story, Weaver and Williams and Mrs. Schepman are owned by them
directly.
PURPOSE OF THE AMENDMENT
Acquisition of First Bank & Trust. On October 31, 2000, FBA consummated
the acquisition of First Bank & Trust, a California banking corporation
previously owned by First Banks. The terms of this acquisition were approved by
the stockholders of FBA at the Annual Meeting of Stockholders held on October
11, 2000 (the "Annual Meeting"). In a series of transactions also consummated on
October 31, 2000, FBA also merged its banking subsidiaries together in a single
California state bank, which adopted the name "First Bank & Trust." As a result
of these transactions and the acquisition of Commercial Bank of San Francisco,
an unaffiliated bank, also on October 31, 2000, all of FBA's banking operations
(consisting of 45 branches located in California and six branches in Texas) are
now conducted in the single bank charter using the name "First Bank & Trust."
The acquisition of First Bank & Trust was accomplished pursuant to an
agreement which obligated FBA to issue 6,530,769 shares of Common Stock to First
Banks, based upon an exchange ratio whereby 1.3821 shares of Common Stock were
to be issued for each outstanding share of common stock of First Bank & Trust.
This exchange ratio and other terms of the acquisition were described in detail
in the Proxy Statement dated September 11, 2000 (the "Proxy Statement")
distributed to FBA's stockholders prior to the Annual Meeting.
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At the time of the consummation of the merger, however, FBA's
Certificate of Incorporation did not provide for the issuance of a sufficient
number of shares of Common Stock to fulfill this requirement of the acquisition.
In order to issue that number of shares, FBA would have to have amended its
Certificate of Incorporation prior to October 31, 2000. Rather than delay the
closing of the acquisition until such an amendment could be authorized, FBA and
First Banks entered into an agreement to consummate the acquisition, for FBA to
issue as many shares of Common Stock to First Banks as were then authorized and
available for issuance, and to proceed promptly to take the actions necessary in
order to authorize the additional shares. As a result, 3,521,069 shares of
Common Stock were actually issued to First Banks upon the closing of the
acquisition (resulting in ownership by First Banks of approximately 90.45% of
all of FBA's outstanding voting stock), and the remaining 3,009,700 shares will
be issued promptly after the Amendment is effective. When the remaining
3,009,700 shares are issued, First Banks will have received the number of shares
of Common Stock described in the Proxy Statement.
Pursuant to the laws of Delaware, FBA's state of incorporation, First
Banks executed a Written Consent approving the Amendment on November 30, 2000.
Under applicable requirements of the Securities Exchange Act of 1934, FBA
anticipates that the Amendment will be submitted to the Secretary of State of
Delaware on or about December 26, 2000 and will become effective upon acceptance
of the Amendment. The remaining shares of Common Stock required to fulfill FBA's
obligations pursuant to the acquisition will be issued to First Banks as soon as
practicable thereafter.
Text of the Amendment
The relevant provision of FBA's Certificate of Incorporation will read
as follows, when the Amendment is effective (the only revisions - in the number
of total shares authorized to be issued, and in the number of shares of Common
Stock authorized to be issued - are in bold print):
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FOURTH: (A) The total number of shares of all classes
of capital stock which the Corporation shall have authority to
issue is nineteen million (19,000,000) shares consisting of
(a) fifteen million (15,000,000) shares of a class designated
Common Stock, par value $0.15 per share ("Common Stock"), and
(b) four million (4,000,000) shares of a class designated
Class B Common Stock, par value $0.15 per share ("Class B
Common Stock").
Purposes and Effects of the Amendment
The principal purposes of the Amendment are (1) to enable FBA to
fulfill the requirements of the acquisition of First Bank & Trust to issue a
total of 6,530,769 shares of Common Stock to First Banks and (2) to provide in
the Certificate of Incorporation for a sufficient number of additional, unissued
shares so that, if an appropriate opportunity arises to issue Common Stock in
one or more transactions, this can be done without the necessity of additional
approval by the stockholders.
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Prior to the acquisition of First Bank & Trust, there were outstanding
3,079,934 shares of Common Stock and 2,500,000 shares of Class B Common Stock.
Of the authorized but unissued shares of Common Stock, 2,500,000 were reserved
for issuance to First Banks upon conversion of the Class B Common Stock (which
has been convertible at the option of First Banks into an equivalent number of
shares of Common Stock since 1999), and 65,663 shares were reserved for issuance
in the event of the exercise of outstanding warrants to purchase Common Stock.
After the Amendment is effective and 2,565,663 shares of Common Stock
are reserved for the purposes stated above, FBA will have authorized and
available for issuance approximately 2,823,634 shares of Common Stock. FBA does
not have a present intention to issue any of such shares, but there are various
circumstances under which shares might be issued for corporate purposes of FBA.
These include, but are not limited to, the possible issuance of shares of Common
Stock to the owners of a bank or other company to be acquired by FBA, the
issuance or reservation of shares of Common Stock in connection with a
financing, or other possible transactions. The Board of Directors, which would
still be required to authorize the issuance of stock in such transactions,
determined that it would be in FBA's best interest to have a reasonable number
of shares available for future transactions, and thus decided that it would be
advisable to amend the Certificate of Incorporation as described herein.
No action is required to be taken by the stockholders, and you are not
requested to sign or submit a Proxy or Written Consent.
